INVITATION TO QUOTE FOR Arc Productivity Group – Workstream Business Case Submission Documents Issued by Buckinghamshire Local Enterprise Partnership on behalf of Oxfordshire Local Enterprise Partnership; South East Midlands Local Enterprise Partnership; Cambridgeshire & Peterborough Mayoral Combined Authority and the Arc Universities Group Date: 21st January 2019

INSTRUCTIONS

1 Introduction 1.1 This invitation is issued by Buckinghamshire Local Enterprise Partnership. 1.2 Buckinghamshire LEP is acting as the lead for itself and other partners

within the Arc Productivity Group including Oxfordshire LEP, South East Midlands LEP, the Cambridgeshire & Peterborough Combined Local Authority and the Arc Universities Group.

1.3 The lead for the procurement is Ian Barham, Partnership Manager, Buckinghamshire Local Enterprise Partnership ian@btvlep.co.uk Tel 0784 3311837 Please contact Ian in the first instance for all queries regarding this invitation.

1.4 Please read the following instructions alongside the RFQ and prepare your

submission accordingly.

2 Submission of Quotes

2.1 Please submit your quote in both word and pdf formats by email to

ian@btvlep.co.uk no later than 4p.m. Wednesday 5th February 2020. 2.2 Given the important nature of this commission we would be looking to

arrange interviews with potential contractors on February 7th and will be seeking to arrange the induction meeting with the wider team the following week.

3 Form of Quote 3.1 In preparing your quote, we will ask you to complete a pricing schedule, a

method statement, to submit the CVs of key staff, and provide two referees who can attest to the quality of similar work you have done for other clients.

3.2 The pricing schedule will have three elements: an indicative assessment of the number of days effort required for the example project; a quote for a blended day rate for the example project; a quote for differentiated day rates in the event that additional days are required.

3.3 The method statement will require three main elements: a description of the steps you would take to undertake the overall commission, a description of your knowledge and experience in developing Green Book complaint business cases; and an outline project plan covering both phase 1 and phase 2 of this commission.

3.4 The nomination of key staff will require the submission of short CVs for at least two colleagues you intend to deploy if successful.

3.5 The provision of references will require you to submit a description of similar work you have done for others, together with the name and contact details of the client.

4 Evaluation of Submissions 4.1 The contract will be awarded on the basis of the price and quality of the

competing submissions. The evaluation will be scored out of 100 as follows:

• The Pricing Schedule & Value for Money. (maximum 25 marks).

• The Method Statement (maximum 50 marks)

• Key staff experience (20 marks)

• References (5 marks)

5 Financial Arrangements 5.1 All prices exclude VAT and include travelling and subsistence expenses and

all other disbursements. 5.2 Payment will be 100% on completion of each assessment report, up to £25k

at the successful completion of Phase 1 and £75k at the completion of Phase 2.

6 Contract Documents 6.1 The successful contractor will be issued a contract based on

Buckinghamshire County Council’s standard terms and conditions (Appendix 2 - Buckinghamshire County Council are the Accountable Body for Buckinghamshire LEP).

Appendix 1 – FORM OF QUOTE

Arc Productivity Workstream Business Case Development

1. I have examined the Invitation to Quote, Specification and all other Documents, and I offer to undertake the services required in accordance with the bid documents for prices detailed below.

No of days Blended rate

per day Bid price

Phase 1 - development of the underpinning evidence base for the productivity programme and refinement of the messaging for core development resources to feed into an Arc wide single ask.

Phase 2 - development of up to 3 productivity led full Green Book compliant business cases

2. If, for whatever reason, Buckinghamshire LEP or Arc Productivity Group Partners

require additional work to be performed over and above the services described in this submission, the rate payable will be:

Daily rate for additional work if required – Senior Consultant

Per person per day

Daily rate for additional work if required - Consultant

Per person per day

Daily rate for additional work if required – Assistant

Per person per day

3. All prices exclude VAT and include travelling and subsistence expenses and all other disbursements.

4. Payment will be made on presentation of a single invoice on completion of each phase of the commission.

5. I understand that Buckinghamshire Local Enterprise Partnership is not bound to accept any quote received. This quote remains open for acceptance for 90 days from the return date fixed in the Invitation to Quote.

6. I certify that my company has taken out or will hold Professional Indemnity Insurance for a minimum level of £0.5 million (for each and every claim) on or prior to the Commencement Date.

7. I declare the following contractual relationships that my organisation has with the commissioning partners:- Buckinghamshire LEP, OXLEP, SEMLEP, Cambridge & Peterborough Combined Authority & the Arc Universities Group.

Organisation Nature of Relationship

Please add as necessary

8. I understand that Buckinghamshire LEP may be subject to the requirements of the Freedom of Information Act 2000. The schedule of reserved information below is my company’s request for information contained in this quote not to be released for reasons which are allowed in the Act.

Reserved Information

When available for disclosure

Relevant Section of Act

Reason

Response to the Invitation to Quote

After award of Contract

Section 43(2) Commercial confidentiality

Please add as necessary

9. I have included a Method Statement setting out my organisation’s understanding of your requirements and the general approach we would take to meeting the specification.

Method Statement Please use the following headings to structure your method statement

1. Overview of the steps to be undertaken in managing this commission including:-

• Evaluation of Current Evidence Base

• Identifying and addressing any gaps in current evidence

• Process for liaising with key Arc productivity stakeholders & commissioning group members.

• Process for engagement with Government and other Arc stakeholders

• Process for initial report production and presentation to partners

• Potential Methodology for prioritising individual business cases

2. Understanding knowledge and experience of developing Green Book Compliant Business Cases

3. Detailed Project Plan & Timetable

10. I have included short CVs of the key personnel I intend to deploy in delivering the services required.

CV 1 Please expand this table as necessary.

Name and Role

Summary CV

CV 2

Name and Role

Summary CV

11. I have included details of clients for whom my company has provided similar services together with contact details for referees who can be approached to verify the claims made.

Referee 1

Contact name, company, phone number, email and project name

Description of the

services supplied

Referee 2

Contact name, company, phone number, email and project name

Description of the services supplied

On receipt of the completed quote, the referees will be contacted to confirm the description of the services delivered, and invited to add their own comments. I have attached my organisations standard terms and conditions which will form the basis of the contract with Buckinghamshire LEP.

12. I have noted Buckinghamshire County Council’s standard terms and conditions set out at Appendix 6 which will form the basis of the contract with Buckinghamshire LEP.

Name……………………………………………………………………. Position………………………….…………………………….………… Company…………………………………………………………………… Date………………………………………………………………….

Appendix 2 – BUCKINGHAMSHIRE CC STANDARD CONTRACT

Dated [INSERT] 2017

BETWEEN

BUCKINGHAMSHIRE COUNTY COUNCIL

AND

[ CONSULTANT COMPANY ]

AGREEMENT RELATING TO THE PROVISION OF CONSULTANCY SERVICES

Contents

Clause

1. Interpretation 9 2. Term of engagement 12 3. Duties 12 4. Fees 14 5. Expenses 14 6. Other activities 15 7. Confidential information 15 8. Data protection 17 9. Intellectual property 19 10. Insurance and liability 21 11. Termination 22 12. Obligations on termination 23 13. Status 23 14. Notices 24 15. Entire agreement 24 16. Variation 24 17. Counterparts 24 18. Third party rights 25 19. Governing law and jurisdiction 25

Schedule

Schedule Services ............................................................................................................... 25

THIS AGREEMENT is made the [Insert] date of [Insert] 2016

PARTIES

(1) BUCKINGHAMSHIRE COUNTY COUNCIL of County Hall, Walton Street,

Aylesbury, Buckinghamshire HP10 1UA (“the Council”); and

(2) [FULL COMPANY NAME] incorporated and registered in England and Wales

with company number [NUMBER] whose registered office is at

[REGISTERED OFFICE ADDRESS] (Consultant Company Company).

AGREED TERMS

1. Interpretation

1.1 The definitions and rules of interpretation in this clause apply in this

agreement (unless the context requires otherwise).

Part 1. Business Opportunities: any opportunities which the Consultant

Company or the Individual becomes aware of during the Engagement which

the Consultant Company or the Individual reasonably considers might be of

benefit to the Council.

Part 2. Capacity: as agent, consultant, director, employee, owner, partner,

shareholder or in any other capacity.

Part 3. Commencement Date: [DATE OF COMMENCEMENT OF

ENGAGEMENT]

Part 4. Commercially Sensitive Information: information of a commercially

sensitive nature relating to the Consultant Company, its intellectual property

rights or its business or which the Consultant Company or the Individual has

indicated to the Council that, if disclosed by the Council, would cause the

Consultant Company significant commercial disadvantage or material

financial loss.

Part 5. Council Property: all documents, books, manuals, materials, records,

correspondence, papers and information (on whatever media and wherever

located) and any equipment, keys, hardware or software provided for the

Consultant Company or the Individual's use by the Council during the

Engagement, and any data or documents (including copies) produced,

maintained or stored by the Consultant Company or the Individual on the

computer systems or other electronic equipment of the Council, the

Consultant Company or the Individual during the Engagement.

Part 6. Confidential Information: information in whatever form (including

without limitation, in written, oral, visual or electronic form or on any magnetic

or optical disk or memory and wherever located) relating to the Services or

the business affairs of the Council for the time being confidential to the

Council and trade secrets including, without limitation, technical data and

know-how relating to the Services or the business affairs of the Council or any

of its suppliers, customers, agents, distributors, management or business

contacts, and including (but not limited to) information that the Consultant

Company or the Individual creates, develops, receives or obtains in

connection with his Engagement, whether or not such information (if in

anything other than oral form) is marked confidential.

Part 7. Engagement: the engagement of the Consultant Company by the

Council on the terms of this agreement.

Part 8. Individual: all employees, agents, consultants and contractors of the

Consultant and/or of any Sub-contractor

Part 9. Information: has the meaning given under section 84 of FOIA.

Part 10. Insurance Policies: professional indemnity insurance cover,

employer's liability insurance cover and public liability insurance cover.

Part 11. Intellectual Property Rights: patents, rights to inventions,

copyright and related rights, moral rights, trade marks, trade names and

domain names, rights in get-up, rights in goodwill or to sue for passing off,

rights in designs, rights in computer software, database rights, rights in

confidential information (including know-how and trade secrets) and any other

intellectual property rights, in each case whether registered or unregistered

and including all applications (or rights to apply) for, and renewals or

extensions of, such rights and all similar or equivalent rights or forms of

protection which may now or in the future subsist in any part of the world.

Part 12. Invention: any invention, idea, discovery, development,

improvement or innovation made by the Consultant Company or by the

Individual in the provision of the Services, whether or not patentable or

capable of registration, and whether or not recorded in any medium.

Part 13. Pre-Contractual Statement: any undertaking, promise,

assurance, statement, representation, warranty or understanding (whether in

writing or not) of any person (whether party to this agreement or not) relating

to the Engagement other than as expressly set out in this agreement or any

documents referred to in it.

Part 14. Request for Information: a request for information or an

apparent request under the Code of Practice on Access to Government

Information, FOIA or the Environmental Information Regulations.

Part 15. Services: the services described in Schedule 1.

Part 16. Termination Date: the date of termination of this agreement,

howsoever arising.

Part 17. Working Days: Monday to Friday, excluding any public

holidays in England and Wales.

Part 18. Works: all records, reports, documents, papers, drawings,

designs, transparencies, photos, graphics, logos, typographical

arrangements, software, and all other materials in whatever form, including

but not limited to hard copy and electronic form, prepared by the Consultant

Company or the Individual in connection with the provision of the Services.

1.2 The headings in this agreement are inserted for convenience only and shall

not affect its construction.

1.3 A reference to a particular law is a reference to it as it is in force for the time

being taking account of any amendment, extension, or re-enactment and

includes any subordinate legislation for the time being in force made under it.

1.4 Unless the context otherwise requires, a reference to one gender shall

include a reference to the other genders.

1.5 Unless the context otherwise requires, words in the singular include the plural

and in the plural include the singular.

1.6 The Schedules to this agreement form part of (and are incorporated into) this

agreement.

2. Term of engagement

2.1 The Council shall engage the Consultant Company and the Consultant

Company shall make available to the Council the Individual(s) to provide the

Services on the terms of this agreement.

2.2 The Engagement shall commence on the Commencement Date and shall

continue unless and until terminated:

(a) as provided by the terms of this agreement; or

(b) by either party giving to the other not less than [NUMBER] weeks'

prior written notice.

3. Duties

3.1 During the Engagement the Consultant Company shall, and (where

appropriate) shall procure that the Individual shall:

(a) provide the Services with all due care, skill and ability and use his

best endeavours to promote the interests of the Council;

(b) unless the Individual is prevented by ill health or accident, devote at

least the number of Working Days in each calendar month as

outlined in Schedule 1 to the carrying out of the Services together

with such additional time if any as may be necessary for their proper

performance; and

(c) promptly give to the Council all such information and reports as it

may reasonably require in connection with matters relating to the

provision of the Services or to the affairs of the Council.

3.2 If the Individual is unable to provide the Services due to illness or injury, the

Consultant Company shall advise the Council of that fact as soon as

reasonably practicable. For the avoidance of doubt, no fee shall be payable in

accordance with clause 4 in respect of any period during which the Services

are not provided.

3.3 The Consultant Company shall use reasonable endeavours to ensure that the

Individual is available at all times on reasonable notice to provide such

assistance or information as the Council may require.

3.4 Unless it or he has been specifically authorised to do so by the Council in

writing:

(a) Neither the Consultant Company or the Individual shall have any

authority to incur any expenditure in the name of or for the account of

the Council; or

(b) The Consultant Company shall not, and shall procure that the

Individual shall not, hold itself out as having authority to bind the

Council.

3.5 The Consultant Company shall, and shall procure that the Individual shall,

comply with all reasonable standards of safety and comply with the Council’s

health and safety procedures from time to time in force at the premises where

the Services are provided and report to the Council any unsafe working

conditions or practices.

3.6 The Consultant Company shall, and shall procure that the Individual shall, at

all times comply with the requirements of the Equality Act 2010 and all other

related statutory and regulatory requirements and the Council’s policies and

procedures, copies of which are available on request relating to equal

opportunities and shall not treat any person or group of people less

favourably than another on the grounds of age, disability, gender

reassignment, marriage or civil partnership, pregnancy and maternity status,

race, religion or belief, sex or sexual orientation.

3.7 The Consultant Company undertakes to the Council that during the

Engagement it shall, and shall procure that the Individual shall, take all

reasonable steps to offer (or cause to be offered) to the Council any Business

Opportunities as soon as practicable after the same shall have come to his

knowledge and in any event before the same shall have been offered by the

Consultant Company or the Individual (or caused by the Consultant Company

or the Individual to be offered to) any other party provided that nothing in this

clause shall require the Consultant Company or the Individual to disclose any

Business Opportunities to the Council if to do so would result in a breach by

the Consultant Company or the Individual of any obligation of confidentiality

or of any fiduciary duty owed by the Consultant Company or Individual to any

third party.

3.8 The Consultant Company may use a third party to perform any administrative,

clerical or secretarial functions which are reasonably incidental to the

provision of the Services provided that:

(a) The Council will not be liable to bear the cost of such functions; and

(b) at the Council’s request the third party shall be required to enter into

direct undertakings with the Council, including with regard to

confidentiality.

3.9 The Consultant Company shall, and shall procure that the Individual shall

comply with all applicable laws, regulations and sanctions relating to anti-

bribery and anti-corruption including but not limited to the Bribery Act 2010

(Relevant Requirements);

3.10 Breach of clause 3.9 shall be deemed a material breach of this agreement.

4. Fees

4.1 In consideration of the provision of the Services during the Engagement, the

Council shall pay the Consultant Company’s fees upon the basis agreed and

contained in Schedule 2.

4.2 The Consultant Company shall submit an invoice to the Council on

completion of any milestones or stages set out in Schedule 1 or within 30

days of the final completion of the Services.

4.3 The Consultant Company shall at the request of the Council provide all

information necessary to support the invoiced amount including all relevant

time sheets, details of expenses incurred and invoices paid.

4.4 All sums payable under the Agreement shall be exclusive of VAT. The

Council shall pay each invoice submitted by the Consultant Company in

accordance with clause 4.1 within 30 days of receipt.

4.5 The Council shall be entitled to deduct from the fees (and any other sums)

due to the Consultant Company any sums that the Consultant Company may

owe to the Council at any time.

4.6 Payment in full or in part of the fees claimed under clause 4 or any expenses

claimed under clause 5 shall be without prejudice to any claims or rights of

the Council against the Consultant Company or the Individual in respect of

the provision of the Services.

5. Expenses

5.1 The Council shall reimburse all reasonable expenses properly and

necessarily incurred by the Consultant Company or the Individual in the

course of the Engagement and identified in Schedule 2, subject to production

of receipts or other appropriate evidence of payment. The Council reserves

the right not to pay the incurred expenses if relevant supporting evidence is

not provided.

5.2 If the Individual is required to travel abroad in the course of the Engagement,

the Consultant Company shall be responsible for any necessary insurances,

inoculations and immigration requirements.

6. Other activities

Nothing in this agreement shall prevent the Consultant Company or the

Individual from being engaged, concerned or having any financial interest in

any Capacity in any other business, trade, profession or occupation during

the Engagement provided that:

(a) such activity does not cause a breach of any of the Consultant

Company's obligations under this agreement;

(b) the Consultant Company shall not, and shall procure that the

Individual shall not, engage in any such activity if it relates to a

business which is similar to or in any way competitive with the affairs

of the Council without the prior written consent of the Council; and

(c) the Consultant Company shall give priority to the provision of the

Services to the Council over any other business activities undertaken

by the Consultant Company during the course of the Engagement.

7. Freedom of information

7.1 The Consultant Company acknowledges that the Council is subject to the

requirements of the FOIA and the Environmental Information Regulations and

shall assist and co-operate with the Council (at the Consultant Company’s

expense) to enable the Council to comply with these information disclosure

requirements.

7.2 The Consultant Company shall and shall procure that any Individual shall:

(a) transfer the Request for Information to the Council as soon as

practicable after receipt and in any event within two Working Days of

receiving a Request for Information;

(b) provide the Council with a copy of all Information in its possession or

power in the form that the Council requires within five Working Days

(or such other period as the Council may specify) of the Council

requesting that Information; and

(c) provide all necessary assistance as reasonably requested by the

Council to enable the Council 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.

7.3 The Council shall be responsible for determining at its absolute discretion

whether the Commercially Sensitive Information and/or any other Information:

(a) is exempt from disclosure in accordance with the provisions of the

FOIA or the Environmental Information Regulations; and/or

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

7.4 In no event shall the Consultant Company or the Individual respond directly to

a Request for Information unless expressly authorised to do so by the

Council.

7.5 The Consultant Company acknowledges that the Council may, acting in

accordance with the Secretary of State for Constitutional Affairs' Code of

Practice on the discharge of public authorities' functions under Part 1 of FOIA

(issued under section 45 of the FOIA, November 2004), be obliged under the

FOIA or the Environmental Information Regulations to disclose Information:

(a) without consulting with the Consultant Company; or

(b) following consultation with the Consultant Company and having

taken its views into account,

provided always that where clause 7.5(b) applies the Council shall, in

accordance with any recommendations of the Code, take reasonable steps,

where appropriate, to give the Consultant Company advanced notice, or

failing that, to draw the disclosure to the Consultant’s attention after any such

disclosure.

7.6 The Consultant Company shall ensure that all Information produced in the

course of the agreement or relating to the agreement is retained for

disclosure and shall permit the Council to inspect such records as requested

from time to time.

8. Confidential information

8.1 The Consultant Company acknowledges that in the course of the

Engagement it will have access to Confidential Information. The Consultant

Company has therefore agreed to accept the restrictions in this clause 8.

8.2 The Consultant Company shall not, and shall procure that the Individual shall

not (except in the proper course of its or his duties), either during the

Engagement or at any time after the Termination Date, use or disclose to any

third party (and shall use his best endeavours to prevent the publication or

disclosure of) any Confidential Information. This restriction does not apply to:

(a) any use or disclosure authorised by the Council or required by law;

or

(b) any information which is already in, or comes into, the public domain

otherwise than through the Consultant Company's or the Individual’s

unauthorised disclosure.

8.3 At any stage during the Engagement, the Consultant Company will promptly

on request return to the Council all and any Council Property in its or the

Individual’s possession.

9. Data protection

9.1 Both parties will comply with all applicable requirements of the Data

Protection Legislation. This clause 9 is in addition to, and does not relieve,

remove or replace, a party's obligations under the Data Protection Legislation.

9.2 The parties acknowledge that for the purposes of the Data Protection

Legislation, the Council is the data controller and the Consultant Company is

the data processor (where Data Controller and Data Processor have the

meanings as defined in the Data Protection Legislation).

9.3 Without prejudice to the generality of clause 9, the Council will ensure that it

has all necessary appropriate consents and notices in place to enable lawful

transfer of the Personal Data to the Consultant Company for the duration and

purposes of this agreement.

9.4 Without prejudice to the generality of clause 9, the Consultant Company shall,

in relation to any Personal Data processed in connection with the

performance by the Consultant Company of its obligations under this

agreement:

(a) process that Personal Data only on the written instructions of the

Council unless the Consultant Company is required by the laws of

any member of the European Union or by the laws of the European

Union applicable to the Consultant Company to process Personal

Data (Applicable Laws). Where the Consultant Company is relying

on laws of a member of the European Union or European Union law

as the basis for processing Personal Data, the Consultant Company

shall promptly notify the Council of this before performing the

processing required by the Applicable Laws unless those Applicable

Laws prohibit the Consultant Company from so notifying the Council;

(b) ensure that it has in place appropriate technical and organisational

measures, reviewed and approved by the Council, to protect against

unauthorised or unlawful processing of Personal Data and against

accidental loss or destruction of, or damage to, Personal Data,

appropriate to the harm that might result from the unauthorised or

unlawful processing or accidental loss, destruction or damage and

the nature of the data to be protected, having regard to the state of

technological development and the cost of implementing any

measures (those measures may include, where appropriate,

pseudonymising and encrypting Personal Data, ensuring

confidentiality, integrity, availability and resilience of its systems and

services, ensuring that availability of and access to Personal Data

can be restored in a timely manner after an incident, and regularly

assessing and evaluating the effectiveness of the technical and

organisational measures adopted by it);

(c) ensure that all personnel who have access to and/or process

Personal Data are obliged to keep the Personal Data confidential;

and

(d) not transfer any Personal Data outside of the European Economic

Area unless the prior written consent of the Council has been

obtained and the following conditions are fulfilled:

(i) the Council or the Consultant Company has provided

appropriate safeguards in relation to the transfer;

(ii) the data subject has enforceable rights and effective legal

remedies;

(iii) the Consultant Company complies with its obligations under

the Data Protection Legislation by providing an adequate

level of protection to any Personal Data that is transferred;

and

(iv) the Consultant Company complies with reasonable

instructions notified to it in advance by the Council with

respect to the processing of the Personal Data;

(e) assist the Council, at the Council's cost, in responding to any request

from a Data Subject and in ensuring compliance with its obligations

under the Data Protection Legislation with respect to security, breach

notifications, impact assessments and consultations with supervisory

authorities or regulators;

(f) notify the Council without undue delay on becoming aware of a

Personal Data breach;

(g) at the written direction of the Council, delete or return Personal Data

and copies thereof to the Council on termination of the agreement

unless required by Applicable Law to store the Personal Data; and

(h) maintain complete and accurate records and information to

demonstrate its compliance with this clause 26 and allow for audits

by the Council or the Council's designated auditor.

9.5 The Council does not consent to the Consultant Company appointing any

third party processor of Personal Data under this agreement. OR The Council

consents to the Consultant Company appointing [THIRD-PARTY

PROCESSOR] as a third-party processor of Personal Data under this

agreement. The Consultant Company confirms that it has entered or (as the

case may be) will enter with the third-party processor into a written agreement

[substantially on that third party's standard terms of business OR

incorporating terms which are substantially similar to those set out in this

clause [NUMBER]]. As between the Council and the Consultant Company,

the Consultant Company shall remain fully liable for all acts or omissions of

any third-party processor appointed by it pursuant to this clause 26.

9.6 Either party may, at any time on not less than 30 days’ notice, revise this

clause 9 by replacing it with any applicable controller to processor standard

clauses or similar terms forming party of an applicable certification scheme

(which shall apply when replaced by attachment to this agreement).

10. Intellectual property

10.1 The Consultant Company warrants to the Council that it has obtained from

the Individual a written and valid assignment of all existing and future

Intellectual Property Rights in the Works and of all materials embodying such

rights and a written irrevocable waiver of all the Individual’s statutory moral

rights in the Works, to the fullest extent permissible by law, and that the

Individual has agreed to hold on trust for the Consultant Company any such

rights in which the legal title has not passed (or will not pass) to the

Consultant Company. The Consultant Company agrees to provide to the

Council a copy of this assignment on or before the date of this agreement.

10.2 The Consultant Company hereby assigns to the Council all existing and future

Intellectual Property Rights in the Works and the Inventions and all materials

embodying these rights to the fullest extent permitted by law. Insofar as they

do not vest automatically by operation of law or under this agreement, the

Consultant Company holds legal title in these rights and inventions on trust

for the Council.

10.3 The Consultant Company undertakes to the Council:

(a) to notify to the Council in writing full details of any Inventions

promptly on their creation;

(b) to keep confidential details of all Inventions;

(c) whenever requested to do so by the Council and in any event on the

termination of the Engagement, promptly to deliver to the Council all

correspondence, documents, papers and records on all media (and

all copies or abstracts of them), recording or relating to any part of

the Works and the process of their creation which are in his

possession, custody or power;

(d) not to register nor attempt to register any of the Intellectual Property

Rights in the Works, nor any of the Inventions, unless requested to

do so by the Council; and

(e) to do all acts necessary to confirm that absolute title in all Intellectual

Property Rights in the Works and the Inventions has passed, or will

pass, to the Council,

and confirms that the Individual has given written undertakings in the same terms to the Consultant Company.

10.4 The Consultant Company warrants that:

(a) it has not given and will not give permission to any third party to use

any of the Works or the Inventions, nor any of the Intellectual

Property Rights in the Works;

(b) it is unaware of any use by any third party of any of the Works or

Intellectual Property Rights in the Works; and

(c) the use of the Works or the Intellectual Property Rights in the Works

by the Council will not infringe the rights of any third party,

and confirms that the Individual has given written undertakings in the same terms to the Consultant Company.

10.5 The Consultant Company agrees to indemnify the Council and keep it

indemnified at all times against all or any costs, claims, damages or expenses

incurred by the Council, or for which the Council may become liable, with

respect to any intellectual property infringement claim or other claim relating

to the Works or Inventions supplied by the Consultant Company to the

Council during the course of providing the Services. The Consultant Company

shall maintain adequate liability insurance coverage and ensure that the

Council's interest is noted on the policy, and shall supply a copy of the policy

to the Council on request. The Council may at its option satisfy this indemnity

(in whole or in part) by way of deduction from any payments due to the

Consultant Company.

10.6 The Consultant Company acknowledges that, except as provided by law, no

further fees or compensation other than those provided for in this agreement

are due or may become due to the Consultant Company in respect of the

performance of his obligations under this clause 10.

10.7 The Consultant Company undertakes, at the expense of the Council, at any

time either during or after the Engagement, to execute all documents, make

all applications, give all assistance and do all acts and things as may, in the

opinion of the Council, be necessary or desirable to vest the Intellectual

Property Rights in, and to register them in, the name of the Council and to

defend the Council against claims that works embodying Intellectual Property

Rights or Inventions infringe third party rights, and otherwise to protect and

maintain the Intellectual Property Rights in the Works and the Inventions.

10.8 The Consultant Company irrevocably appoints the Council to be his attorney

in his name and on his behalf to execute documents, use the Consultant

Company's name and do all things which are necessary or desirable for the

Council to obtain for itself or its nominee the full benefit of this clause. A

certificate in writing, signed by an authorised officer of the Council, that any

instrument or act falls within the authority conferred by this agreement shall

be conclusive evidence that such is the case so far as any third party is

concerned.

11. Insurance and liability

11.1 The Consultant Company shall have personal liability for and shall indemnify

the Council for any loss, liability, costs (including reasonable legal costs),

damages or expenses arising from any breach by the Consultant Company or

the Individual engaged by the Consultant Company of the terms of this

agreement including any negligent or reckless act, omission or default in the

provision of the Services and shall accordingly maintain in force during the

Engagement full and comprehensive Insurance Policies.

11.2 The Consultant Company shall ensure that the Insurance Policies are taken

out with reputable insurers acceptable to the Council and that the level of

cover and other terms of insurance are acceptable to and agreed by the

Council.

11.3 The Consultant Company shall on request supply to the Council copies of

such Insurance Policies and evidence that the relevant premiums have been

paid.

11.4 The Consultant Company shall notify the insurers of the Council's interest and

shall cause the interest to be noted on the Insurance Policies together with a

provision to the effect that, if any claim is brought or made by the Council

against the Consultant Company in respect of which the Consultant Company

would be entitled to receive indemnity under any of the Insurance Policies,

the relevant insurer will indemnify the Council directly against such claim and

any charges, costs and expenses in respect of such claim. If the relevant

insurer does not so indemnify the Council, the Consultant Company shall use

all insurance monies received by him to indemnify the Council in respect of

any claim and shall make good any deficiency from his own resources.

11.5 The Consultant Company shall, (and shall procure that the Individual

complies) with all terms and conditions of the Insurance Policies at all times. If

cover under the Insurance Policies shall lapse or not be renewed or be

changed in any material way or if the Consultant Company is aware of any

reason why the cover under the Insurance Policies may lapse or not be

renewed or be changed in any material way, the Consultant Company shall

notify the Council without delay.

12. Termination

12.1 Notwithstanding the provisions of clause 2.2, the Council may terminate the

Engagement with immediate effect with no liability to make any further

payment to the Consultant Company (other than in respect of amounts

accrued before the Termination Date) if at any time:

(a) The Consultant Company commits any gross misconduct affecting

the day to day business of the Council;

(b) The Consultant Company or the Individual commits any serious or

repeated breach or non-observance of any of the provisions of this

agreement or refuses or neglects to comply with any reasonable and

lawful directions of the Council;

(c) The Individual is convicted of any criminal offence (other than an

offence under any road traffic legislation in the United Kingdom or

elsewhere for which a fine or non-custodial penalty is imposed);

(d) The Consultant Company or the Individual is in the reasonable

opinion of the Council negligent or incompetent in the performance of

the Services;

(e) The Individual is declared bankrupt or makes any arrangement with

or for the benefit of his creditors or has a county court administration

order made against him under the County Court Act 1984;

(f) The Consultant Company makes a resolution for its winding up,

makes an arrangement or composition with its creditors or makes an

application to a court of competent jurisdiction for protection from its

creditors or an administration or winding-up order is made or an

administrator or receiver is appointed in relation to the Consultant

Company;

(g) The Individual is incapacitated (including by reason of illness or

accident) from providing the Services for an aggregate period of

[NUMBER] days in any 52-week consecutive period;

(h) the Consultant Company or the Individual commits any fraud or

dishonesty or acts in any manner which in the opinion of the Council

brings or is likely to bring the Consultant Company, the Individual or

the Council into disrepute or is materially adverse to the interests of

the Council;

(i) the Consultant Company or the Individual commits any offence under

the Bribery Act 2010.

12.2 The rights of the Council under clause 12.1 are without prejudice to any other

rights that it might have at law to terminate the Engagement or to accept any

breach of this agreement on the part of the Consultant Company as having

brought the agreement to an end. Any delay by the Council in exercising its

rights to terminate shall not constitute a waiver of these rights.

13. Obligations on termination

On the Termination Date the Consultant Company shall, and shall procure

that the Individual shall:

(a) immediately deliver to the Council all Council Property in his

possession or under his control;

(b) irretrievably delete any information relating to the business of the

Council stored on any magnetic or optical disk or memory and all

matter derived from such sources which is in his possession or under

his control outside the premises of the Council; and

(c) provide a signed statement that he has complied fully with his

obligations under this clause 133.

14. Status

14.1 The relationship of the Consultant Company (and the Individual) to the

Council will be that of independent contractor and nothing in this agreement

shall render it (nor the Individual) an employee, worker, agent or partner of

the Council and the Consultant Company shall not hold itself out as such and

shall procure that the Individual shall not hold himself out as such.

14.2 This agreement constitutes a contract for the provision of services and not a

contract of employment and accordingly the Consultant Company shall be

fully responsible for and shall indemnify the Council for and in respect of:

(a) any income tax, National Insurance and social security contributions

and any other liability, deduction, contribution, assessment or claim

arising from or made in connection with the performance of the

Services, where the recovery is not prohibited by law. The

Consultant Company shall further indemnify the Council against all

reasonable costs, expenses and any penalty, fine or interest incurred

or payable by the Council in connection with or in consequence of

any such liability, deduction, contribution, assessment or claim;

(b) any liability arising from any employment-related claim or any claim

based on worker status (including reasonable costs and expenses)

brought by the Individual against the Council arising out of or in

connection with the provision of the Services.

14.3 The Council may at its option satisfy such indemnity (in whole or in part) by

way of deduction from any payments due to the Consultant Company.

15. Notices

15.1 Any notice given under this agreement shall be in writing and signed by or on

behalf of the party giving it and shall be served by delivering it personally, or

sending it by first class post to the relevant party at its registered office for the

time being or by sending it by fax to the fax number notified by the relevant

party to the other party. Any such notice shall be deemed to have been

received:

(a) if delivered personally, at the time of delivery;

(b) in the case of first class post, 48 hours from the date of posting; and

(c) in the case of fax, at the time of transmission.

16. Entire agreement

Each party on behalf of itself acknowledges and agrees with the other party

that:

(a) this agreement together with any documents referred to in it

constitutes the entire agreement and understanding between the

Consultant Company and the Council and supersedes any previous

arrangement, understanding or agreement between them relating to

the Engagement (which shall be deemed to have been terminated by

mutual consent);

(b) in entering into this agreement neither party has relied on any Pre-

Contractual Statement; and

(c) each party agrees that the only rights and remedies available to it or

arising out of or in connection with any Pre-Contractual Statement

shall be for breach of contract. Nothing in this agreement shall,

however, limit or exclude any liability for fraud.

17. Variation

No variation of this agreement or of any of the documents referred to in it

shall be valid unless it is in writing and signed by or on behalf of each of the

parties.

18. Counterparts

This agreement may be executed in any number of counterparts, each of

which, when executed, shall be an original, and all the counterparts together

shall constitute one and the same instrument.

19. Third party rights

19.1 A person who is not a party to this agreement shall not have any rights under

the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this

agreement.

19.2 The rights of the parties to terminate, rescind or agree any variation, waiver or

settlement under this agreement are not subject to the consent of any person

that is not a party to this agreement.

20. Governing law and jurisdiction

20.1 This agreement and any dispute or claim arising out of or in connection with it

or its subject matter or formation (including non-contractual disputes or

claims) shall be governed by and construed in accordance with the law of

England and Wales.

20.2 The parties irrevocably agree that the courts of England and Wales shall have

exclusive jurisdiction to settle any dispute or claim that arises out of or in

connection with this agreement or its subject matter or formation (including

non-contractual disputes or claims).

This document has been executed as a deed and is delivered and takes effect on the date stated at the beginning of it. Buckinghamshire County Council:

Signed: Name: Position Held: Date:

Signed: Name: Position Held: Date:

[Insert Consultant Company ]

Signed:

Name:

Position Held:

Date:

Signed:

Name:

Position Held:

Date:

SCHEDULE 1

SERVICES

• DETAILS OF THE WORK TO BE CARRIED OUT;

• THE LOCATION(S) WHERE THE SERVICES ARE TO BE PERFORMED;

• REPORTING PROCEDURE;

• ANY MILESTONES FOR COMPLETION OF PARTICULAR PROJECTS

• ANY SPECIFIC REQUIREMENTS E.G. INSURANCE LEVELS

SCHEDULE 2

PAYMENT SCHEDULE