DATED and - (2) [SUPPLIER NAME] FRAMEWORK AGREEMENT

Transcription

1 DATED 2014 (1) THE SECRETARY OF STATE FOR HEALTH - and - (2) [SUPPLIER NAME] FRAMEWORK AGREEMENT relating to the provision of 2 GPSoC Services Version Date Amendment history May 2014 Issued to Bidders with ITPD June 2014 Issued to Bidders September 2014 Issued to Bidders with ISFT October 2014 For execution

2 CONTENTS SECTION A - PRELIMINARIES COMMENCEMENT AND DURATION SCOPE OF AGREEMENT CALL OFF AGREEMENTS CATALOGUE SELECTION PROCESS ENTITLEMENT TO ORDER SERVICES GENERAL OBLIGATIONS OF THE SUPPLIER REQUIREMENTS ASSURANCE INTERFACE SERVICES FRAMEWORK MANAGEMENT AND GOVERNANCE BENCHMARKING CHANGES ESCROW CONFIDENTIALITY FREEDOM OF INFORMATION WARRANTIES FORCE MAJEURE TERMINATION CONSEQUENCES OF TERMINATION MITIGATION LIMITATION OF LIABILITY SUPPLY CHAIN RIGHTS ASSIGNMENT AND TRANSFER COMPLIANCE WITH LAWS PREVENTION OF CORRUPTION PUBLICITY AND BRANDING NOTICES AND COMMUNICATIONS WAIVER AND CUMULATIVE REMEDIES FINANCIAL DISTRESS INSURANCE RELATIONSHIP OF PARTIES ENTIRE AGREEMENT SEVERANCE... 27

3 35. COUNTERPARTS COSTS AND EXPENSES THIRD PARTY RIGHTS FURTHER ASSURANCE FRAMEWORK DISPUTE RESOLUTION PROCEDURE VARIATIONS GUARANTEE GOVERNING LAW AND JURISDICTION SCHEDULES 1. Definitions 2. Authority Requirements 3. Catalogue Terms 4. Supplier Matters 4.1 Supplier Services 4.2 NOT USED 4.3 Notified Sub-contractors 5. Software 5.1 Software 5.2 NOT USED 5.3 Escrow 6. Assurance 7. Financial Matters 7.1 Charges 7.2 NOT USED 7.3 Benchmarking 7.4 Financial Distress 7.5 NOT USED 7.6 Insurance Requirements 8. Governance and Processes 8.1 Governance and Reporting 8.2 Change Control Procedure 8.3 Framework Dispute Resolution Procedure 9. NOT USED 10. Guarantee 11. Template Call Off Agreement 12. Selection Process

4 THIS FRAMEWORK AGREEMENT is made on 2014 BETWEEN: (1) THE SECRETARY OF STATE FOR HEALTH acting as part of the Crown and by HSCIC as its agent ("Authority"); and (2) [SUPPLIER NAME] (registered under [COMPANY NUMBER]) whose registered office is [REGISTERED ADDRESS] ("Supplier"). INTRODUCTION: A B C The Authority has conducted a regulated competitive dialogue procedure under the Public Contracts Regulations 2006 to procure services to deliver a number of business objectives. The objectives include to: establish commercial and management arrangements for GP IT that facilitate an open and informed market; support delivery of efficiency savings in general practice by facilitating better use of existing GP IT; supports development of new IT functionality that responds to the evolving needs of patients, practices and commissioners and the wider NHS (in particular, develop interoperability to deliver information to point of care, provide data to support commissioning and improve care pathway management. This Framework Agreement sets out the terms and conditions which shall govern the provision of GPSoC 2 services (Additional GP IT Services). IT IS AGREED: SECTION A - PRELIMINARIES This Framework Agreement shall be interpreted according to the following provisions, unless the context requires otherwise: (a) (b) (c) (d) (e) (f) (g) headings and explanatory notes are provided for ease of reference and shall not affect the interpretation of this Framework Agreement; references to clauses and schedules are to clauses and schedules to this Framework Agreement; reference to a person shall, where the context so requires or admits, include individuals, firms, partnerships, trusts, corporations, governments, governmental bodies, authorities, agencies, unincorporated bodies of persons or associations and any other organisations having legal capacity; reference to the singular shall include the plural and vice versa; reference to a gender shall include the other gender and the neuter and vice versa; reference to an agreement or document shall include that agreement or document as properly varied, supplemented, substituted, novated or assigned; reference to a public organisation shall include any successor organisation or any organisation or entity which takes over the functions and/or responsibilities of that SS/SS/71754/120160/UKM/

5 organisation. assignees; Reference to other persons shall include their successors and (h) (i) (j) (k) reference to a statute, enactment, order or regulation shall include reference to that statute, enactment, order or regulation as from time to time amended or to any statute, enactment, order or regulation from time to time replacing, extending, consolidating or amending the same; reference to "parties" means the parties to this Framework Agreement and references to "a party" mean one of those parties; reference to "including", "includes", "in particular", "for example" or similar shall be construed as illustrative and without limitation to the generality of the related general words; reference to the Authority being required to act "reasonably" or not to act "unreasonably" shall be construed by reference to an objective test of reasonableness subject to the Authority being entitled to take account (and to give such weight as is appropriate in the circumstances) of: (i) (ii) (iii) the reliability and performance of services provided to it; the Authority's overall policies in respect of the procurement of services, security and/or the provision of contact centre services; and government policy and the national interest. (l) If there is any conflict between the clauses of this Framework Agreement and the schedules and/or any other documents referred to in this Framework Agreement, the conflict shall be resolved in accordance with the following order of precedence: (i) (ii) the clauses in this Framework Agreement, shall supersede; the schedules to this Framework Agreement, including the Requirements in schedule 2, but excluding: (A) (B) the Response (which is included within schedule 4.1); and schedule 11 (Template Call Off Agreement) of this Framework Agreement;,shall supersede: (iii) schedule 11 (Template Call Off Agreement) to this Framework Agreement, shall supersede; (iv) the Response which is included within schedule 4.1 to this Framework Agreement, shall supersede; and (v) any other document referred to in this Framework Agreement. SS/SS/71754/120160/UKM/

6 1. COMMENCEMENT AND DURATION This Framework Agreement shall commence on the Effective Date and shall continue, unless it is terminated earlier in accordance with the provisions of this Framework Agreement, for the Initial Term which may be extended by the Authority for the Extension Period by providing written notice to the Supplier prior to the expiry of the Initial Term. 2. SCOPE OF AGREEMENT 2.1 This Framework Agreement governs the overall relationship of the parties in relation to the procurement of the GPSoC Services by a Call Off Ordering Party. 2.2 In particular this Framework Agreement sets out: the entitlement of a Call Off Ordering Party to order GPSoC Services from the Supplier; the procedures to be followed if a Call Off Ordering Party wishes to order GPSoC Services from the Supplier; and the terms and conditions that shall apply to the provision of such GPSoC Services. 3. CALL OFF AGREEMENTS 3.1 GPSoC Services provided under this Framework Agreement shall be governed by a Call Off Agreement concluded in accordance with the Selection Process. A Template Call Off Agreement is contained in schedule 11 to this Framework Agreement ("Template Call Off Agreement"). 3.2 Each Call Off Agreement shall comprise: a duly completed Order Form (in the form set out in Section A of the Template Call Off Agreement, including the schedules to Section A referenced in the Order Form); all of the Core Terms and schedules in Section B of the Template Call Off Agreement; those Optional Terms and schedules in Section C of the Template Call Off Agreement selected by the Call Off Ordering Party (at its sole discretion) in the Order Form; the defined terms in Section D of the Template Call Off Agreement; and; any Special Terms as agreed and set out in the Call Off Agreement 3.3 As part of the Selection Process, the relevant Call Off Ordering Party and the Supplier shall complete the Order Form and identify where applicable any Optional Terms and/or Special Terms. SS/SS/71754/120160/UKM/

7 3.4 Subject to clause 4.3, any charges payable by Call Off Ordering Parties pursuant to a Call Off Agreement shall be calculated in accordance with the information set out in the charging and invoicing schedules in the relevant Call Off Agreement and/or the Catalogue (where applicable). 3.5 In respect of each Call Off Agreement: the rights and responsibilities arising between the Customer and the Supplier shall be legally enforceable directly between the Customer and the Supplier and, for the avoidance of doubt, where under any particular call off the Authority is not the Customer, the Authority shall have no liability to either the Customer or the Supplier in respect of that Call Off Agreement; and neither the Supplier nor the Customer shall have any entitlement to bring any claim, action or demand against the Authority in relation to matters arising in relation to a Call Off Agreement (other than in circumstances where the Authority concludes a Call Off Agreement with the Supplier and is itself the relevant Customer). 3.6 The terms and conditions that apply to the GPSoC Services to be provided by the Supplier to any Customer shall be solely and exclusively governed by the final signed Call Off Agreement between the Supplier and such Customer. 4. CATALOGUE 4.1 Without limitation to the range of GPSoC Services that Call Off Ordering Parties may call off pursuant to this Framework Agreement, the Supplier shall at all times comply with its obligations set out in schedule 3(Catalogue Terms). 4.2 The Customer shall be entitled (in its sole discretion) to order Catalogue Items from the Supplier in accordance with the process set out in this Framework Agreement (including the terms set out in schedule 3 (Catalogue Terms). 4.3 Subject to the terms of schedule 3 (Catalogue Terms), the price for the provision of Catalogue Items shall be no higher than the Guaranteed Maximum Price. 5. SELECTION PROCESS 5.1 At any time during the Term, each Call Off Ordering Party shall be entitled to run a process to select appropriate suppliers prior to awarding a Call Off Agreement. The process shall consist of: subject to clause 5.2, provision of a written proposal by the Supplier ("Service Proposal"); potential requests from the Call Off Ordering Party to the Supplier to evidence how its Service Proposal provides value for money and the raising of any other clarifications by the Call Off Ordering Party to the Supplier with regard to the Service Proposal; SS/SS/71754/120160/UKM/

8 5.1.3 potential requests from the Call Off Ordering Party to the Supplier to demonstrate its Product or Service; and then a decision by the Call Off Ordering Party in consultation with the Service Recipient (where this is appropriate) to either decline to award a Call Off Agreement or to select one or more suitable suppliers (if any) by evaluating the Service Proposal using the Call Off Agreement Selection Criteria. 5.2 The Call Off Ordering Party may, where in its sole discretion, it considers that it has enough information available in the Catalogue, run the Selection Process set out in clause 5.1 without seeking Service Proposals from potential suppliers. 5.3 The Supplier shall not in its Service Proposal, without the Authority's written approval, make any alterations to the terms and conditions for the supply of the GPSoC Services set out in this Framework Agreement. 5.4 Where as part of the Selection Process, the Supplier is required to submit a Service Proposal, the Supplier shall ensure that such Service Proposal and any other draft documentation or models provided during the Selection Process are consistent with the Supplier's Response set out in schedule 4.1 (Supplier Services) and the relevant Catalogue Items as published on the Catalogue. The Supplier acknowledges and agrees that the Call Off Ordering Parties may include specific contractual obligations in applicable Call Off Agreements which rely upon the commitments contained in the Supplier's Response. 5.5 Following conclusion of the evaluation exercise detailed within clause 5.1.4, if the Call Off Ordering Party notifies the Supplier that it wishes to execute a Call Off Agreement with the Supplier, the parties shall promptly enter into a Call Off Agreement for the provision by the Supplier of the relevant GPSoC Services. 5.6 Unless and until a Call Off Agreement is executed by the Supplier and a Call Off Ordering Party, all discussions, communications and clarifications between the parties regarding the provision of any GPSoC Services pursuant to this Framework Agreement shall be treated as subject to contract and shall not create binding obligations. The Supplier shall comply with requests from the Authority and/or a Call Off Ordering Party to engage in the Selection Process in good faith at its own expense and in a timely manner. 6. ENTITLEMENT TO ORDER SERVICES 6.1 Each Call Off Ordering Party shall be entitled at any time during the term of this Framework Agreement to invite the Supplier, if eligible, to bid for and, where appointed or selected to do so, provide any GPSoC Services pursuant to the provisions of this Framework Agreement and a Call Off Agreement. 6.2 The Supplier acknowledges that it is not the exclusive supplier of GPSoC Services to the Call Off Ordering Parties and that the Call Off Ordering Parties are not obliged to invite or select the Supplier to provide services under this Framework Agreement (or to select any other Framework Supplier or other service provider to provide services) merely because those services are within the nature of the scope of the OJEU Notice. SS/SS/71754/120160/UKM/

9 6.3 Following completion of a Selection Process, a Call Off Ordering Party may execute a Call Off Agreement(s) (using the template set out at Schedule 11 to this Framework Agreement) with the selected Supplier(s) for the provision by the Supplier of the relevant GPSoC Services. 6.4 The Call Off Ordering Party shall record the decision and justification for appointing the Supplier as the provider of any GPSoC Services in an internal written report in all cases. 7. GENERAL OBLIGATIONS OF THE SUPPLIER The Supplier shall ensure that in supplying the GPSoC Services: 8. REQUIREMENTS it complies with its obligations in accordance with Good Industry Practice; at all times it acts with good faith in its dealings with the Authority or the Call Off Ordering Party and Service Recipients (as applicable); it obtains, and maintains for the duration of the Framework Agreement and each Call Off Agreement, all the consents, licences and permissions (statutory, regulatory, contractual or otherwise) it may require and which are necessary to enable it to comply with its obligations under the Framework Agreement and each Call Off Agreement as applicable; it engages at its own risk, cost and expense any of its personnel as may be necessary to ensure the full provision of its obligations under the Framework Agreement and each Call Off Agreement as applicable; it provides to the Authority or the Call Off Ordering Party and Service Recipients (as applicable) such co-operation, information, advice and assistance in connection with the use of the GPSoC Services as the Authority or the Call Off Ordering Party and Service Recipients (as applicable) may reasonably require; and it does so in a manner that is not likely to be injurious to health. 8.1 The Supplier shall provide all GPSoC Services under any Call Off Agreement in accordance with the Authority Requirements as set out in schedule 2 and any specific requirements set out in the Call Off Agreement. 9. ASSURANCE 9.1 The parties shall comply with the obligations set out in Schedule 6 (Assurance). 9.2 Schedule 6 (Assurance) sets out obligations for the parties in relation to assurance of the GPSoC Services. 10. INTERFACE SERVICES 10.1 The "Interface Services" shall mean the provision of: SS/SS/71754/120160/UKM/

10 one or more technical interface mechanism(s) to enable separate but dependent systems to: read demographic and clinical information for individual patients, or to extract such information in bulk, for example to support secondary uses; support application integration between Provider Systems and Consumer Systems, for example functionality delivered by a Subsidiary Module to be used within a Practice or by patients using online services; and full documentation, and access to test environments, sufficient to allow independent suppliers to understand and develop against the technical interface mechanism and an authorised process provided by the suppliers of Provider Systems to support specific integrations between Consumer Systems and Provider Systems At the request of the Authority, a Supplier who stores Personal Data shall be Compliant with the Interface Mechanism Requirements for Interface Mechanism - Phase 1 by such time as specified by the Authority, subject to agreement via a Change Suppliers providing an Interface Mechanism which is Compliant pursuant to clause 10.2 and governed by an executed Call Off Agreement shall co-operate fully to develop Interface Mechanism Requirements for Interface Mechanism - Phase 2 and to implement such requirements via a Change All relevant Suppliers, by reference to clause 10.2, shall provide the Interface Services to any governmental organisation, NHS body, any GPSoC Supplier or any third party on request in accordance with an agreed implementation plan but shall not charge any third parties for the provision of Interface Services to the extent those Interface Services are already funded by the Authority under the scope of the Framework Agreement GPSoC Suppliers shall not enter into any arrangements, and shall terminate or amend any existing arrangements, which restrict a third party from competing to provide GP IT services or otherwise conflict with the provisions in this Framework Agreement, including changes required to reflect the provisions set out in clause GPSoC Suppliers shall not prevent or restrict any person or organisation from using the Interface Services if that person or organisation satisfies the objective, pre-determined assurance criteria as set out by the Authority Any charges relating to Interface Services shall be recovered by the Supplier as agreed via the relevant Change. 11. FRAMEWORK MANAGEMENT AND GOVERNANCE Governance 11.1 The Supplier shall provide the Authority with such assistance as the Authority may reasonably require in connection with this Framework Agreement and management of the Catalogue. SS/SS/71754/120160/UKM/

11 11.2 The Supplier shall on each anniversary of the Effective Date submit to the Authority an annual return in the form set out in schedule 8.1 (Governance and Reporting) ("Annual Information"). The Authority may, at its discretion, publish summary information derived from the Annual Information on the GPSoC Websites and in the Catalogue The Authority may, acting fairly and in its sole discretion, use the Annual Information to calculate the average price charged for Catalogue Items over the previous 12 months ("Average Price"). Subject to clause 11.4, where it is determined that the Guaranteed Maximum Price is 10% or more greater than the Average Price, then the Guaranteed Maximum Price shall be reduced by at least 50% of the difference between the Guaranteed Maximum Price and the Average Price for the remainder of the Term The Supplier may, when it submits the Annual Information, inform the Authority of any justifications for a variance in the Average Price and Guaranteed Maximum Price. Where the Authority considers the justification to be reasonable, the Parties shall agree an appropriate variation to the Guaranteed Maximum Price that takes account of the justifications for the variance The Supplier shall at all times comply with the terms of schedule 8.1 (Governance and Reporting). Audit rights 11.6 The Authority reserves the right, at its sole discretion and at any time during the Term, to undertake an audit of the GPSoC Services purchased by Call Off Ordering Parties and the prices charged by the Supplier to ascertain how the GPSoC Services, Selection Process and Catalogue are being utilised and to verify prices and information published on the Catalogue The Authority shall endeavour to (but is not obliged to) provide at least 15 Working Days' notice to the Supplier of its intention to conduct an audit Where the Authority choses to undertake an audit in accordance with clause 11.6, the Supplier shall co-operate with the Authority and any auditor appointed by the Authority, and shall upon prior written notice provide access to all sites and/or information necessary for the auditor to carry out the audit Where the findings of any audit carried out by the Authority in accordance with clause 11.6 demonstrate that any element of the Supplier's section of the Catalogue, including but not limited to the Supplier's prices, pricing mechanism and/or information stated in relation to Catalogue Items is incorrect, inaccurate or misleading, the Authority shall, subject to the Authority's rights of suspension contained in schedule 3 (Catalogue Terms), agree with the Supplier the amendments that are reasonably necessary to the Supplier's section of the Catalogue. Suspension rights The Authority may, in its discretion, at any time or from time to time during the Term, suspend the appointment of the Supplier to this Framework Agreement, suspend the Supplier SS/SS/71754/120160/UKM/

12 from participating in any or all Selection Process(es) or to temporarily remove certain Catalogue Items in the event that: the Supplier is in material default of this Framework Agreement; the Supplier is in material default of any Call Off Agreement entered into by the Supplier and a Call Off Ordering Party; there has been a material adverse change or development relating to or affecting the Supplier with respect to which the Authority reasonably concludes that, had such change or development occurred or first become known to the Authority prior to the commencement of this Framework Agreement, the Authority would not have entered into this Framework Agreement with the Supplier; the Supplier has failed to comply with any of the Authority Requirements; or the Authority becomes entitled to terminate this Framework Agreement pursuant to clause Any suspension imposed pursuant to clause shall be lifted if the Supplier proves, to the reasonable satisfaction of the Authority, that the relevant circumstances set out at clauses to that resulted in the suspension no longer apply. 12. BENCHMARKING 12.1 The parties shall comply with their obligations set out in schedule 7.3 (Benchmarking). 13. CHANGES Any requirement for a Change to the Framework Agreement (including any of the Schedules), shall be dealt with in accordance with schedule 8.2 (Change Control Procedure). 14. INTELLECTUAL PROPERTY RIGHTS 14.1 Except as expressly set out in the Call Off Agreement: neither the Authority or a Call Off Ordering Party shall acquire any right, title or interest in or to the Intellectual Property Rights of the Supplier or third parties, including in or to the Supplier Software and Third Party Software; the Supplier shall not acquire any right, title or interest in or to the Intellectual Property Rights of the Authority and/or a Call Off Ordering Party or third parties; and where a party acquires, by operation of law, title to Intellectual Property Rights that is inconsistent with the allocation of title set out in this clause, it shall assign title in writing to such Intellectual Property Rights to the correct party on the request of the other party to this Call Off Agreement No party shall have any right to use any of another party s names, logos or trade marks on any of its products or services without the other party s prior written consent. SS/SS/71754/120160/UKM/

13 15. ESCROW 15.1 Where the Supplier has identified Software in schedule 5.1 (Software) that will be placed in escrow the terms set out in this clause 15 and schedule 5.3 (Escrow) shall apply. The Supplier shall be liable for all fees relating to any escrow arrangements entered into pursuant to this clause It is acknowledged and agreed that any Source Code connected to such Software identified in schedule 5.1 (Software) as software to be placed into Escrow, along with all related design documentation, tools, methodologies and information that is understandable to a reasonably skilled programmer ("Materials") should no less than twice in every 12 month period be placed in escrow with NCC Escrow International Limited, its successor or, where the prior written consent of the Authority has been obtained, such other comparable organisation provided that the terms relating to any alternative arrangement are not materially adversely different from the NCC Escrow International Limited terms set out in schedule 5.3 (Escrow) Pursuant to its obligations contained at clause 15.1, the Supplier shall, within 30 days of the Effective Date either: provide the Authority with evidence in writing of its existing escrow arrangements; or enter into a multi beneficiary escrow agreement for the benefit of the Authority and the Call Off Ordering Party. 16. CONFIDENTIALITY in both cases the terms shall not be materially adversely different from the terms set out in schedule 5.3 (Escrow); 16.1 Except to the extent set out in this clause 16 (Confidentiality) or where disclosure is expressly permitted elsewhere in this Framework Agreement, each party shall: treat the other party's Confidential Information as confidential and safeguard it accordingly; and not disclose the other party's Confidential Information to any other person without the owner's prior written consent Clause 16.1 shall not apply to the extent that: such disclosure is a requirement of Law placed upon the party making the disclosure, including any requirements for disclosure under the FOIA or the Environmental Information Regulations pursuant to clause 17 (Freedom of Information); such information was in the possession of the party making the disclosure without obligation of confidentiality prior to its disclosure by the information owner; such information was obtained from a third party without obligation of confidentiality; SS/SS/71754/120160/UKM/

14 such information was already in the public domain at the time of disclosure otherwise than by a breach of this Framework Agreement; or it is independently developed without access to the other party's Confidential Information The Supplier may only disclose the Authority's Confidential Information to the Supplier Personnel who are directly involved in the provision of the GPSoC Services and who need to know the information, and shall ensure that such Supplier Personnel are aware of, acknowledge the importance of and shall comply with these obligations as to confidentiality The Supplier undertakes (except as may be agreed with the Authority, required by Law or in order to instruct professional advisers in connection with this Framework Agreement or a Call Off Agreement) not to: disclose or permit disclosure of any details of this Framework Agreement or any Call Off Agreement to the news media or any third party other than its sub-contractors; or use the Authority's name and / or brand in any promotion or marketing or announcement of orders, without the prior written consent of the Authority (such consent is not to be unreasonably withheld or delayed) Nothing in this Framework Agreement or a Call Off Agreement shall prevent the Authority from disclosing the Supplier's Confidential Information: to any government department, central government body or any other Contracting Authority. All government departments, central government body or Contracting Authorities receiving such Confidential Information shall be entitled to further disclose the Confidential Information to other government departments or other Contracting Authorities on the basis that the information is confidential and is not to be disclosed to a third party which is not part of any government department or any Contracting Authority; to Parliament and Parliamentary Committees or if required by any Parliamentary reporting requirement; to a proposed successor body in connection with any assignment, novation or disposal of any of its rights, obligations or liabilities under this Framework Agreement; to any consultant formally contracted to, or a professional adviser of, the Authority or any of the parties to whom the Authority discloses Confidential Information as permitted by this clause 16, or with the consent of the Supplier (such consent not to be unreasonably withheld or delayed) any other person engaged by the Authority or other parties to whom the Authority discloses Confidential Information as permitted by this clause 16; SS/SS/71754/120160/UKM/

15 for the purposes of a specific investigation into clinical safety incidents or to the Authority's clinical safety officer for the purposes of clinical safety approvals; for the purpose of the examination and certification of the Authority's accounts; or for any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which the Authority has used its resources The Authority shall use all reasonable endeavours to ensure that any person to whom it discloses the Supplier Confidential Information pursuant to clause 16 is made aware of the Authority's obligations of confidentiality Following termination or expiry of this Framework Agreement, or if directed to do so by the Authority at any time, the Supplier shall at the direction of the Authority promptly: return to the Authority all Confidential Information of the Authority; or destroy all Confidential Information of the Authority; and shall certify that it does not retain any such Confidential Information, save to the extent that any Confidential Information needs to be retained by the Supplier under the terms of this Framework Agreement or any Call Off Agreement or for the purposes of the provision of the GPSoC Services Until such time as the Supplier is required to return or destroy any Confidential Information of the Authority in accordance with clause 16.7, the Supplier shall not, and shall procure that any sub-contractors shall not, destroy or otherwise dispose of any Confidential Information of the Authority without the Authority's prior written consent The parties acknowledge that damages may not be an adequate remedy for any breach of this clause 16 by the Authority or the Supplier and the parties may be entitled to obtain any legal and/or equitable relief, including an injunction, in the event of any breach of this clause The parties acknowledge that, except for any information which is exempt from disclosure in accordance with the provisions of the FOIA, the content of this Framework Agreement and any applicable Call Off Agreement(s) is not Confidential Information. The Authority shall be responsible for determining in its absolute discretion whether any of the content of the Framework Agreement and any applicable Call Off Agreement(s) is exempt from disclosure in accordance with the provisions of the FOIA. Notwithstanding any other term of this Framework Agreement and any applicable Call Off Agreement(s) the Supplier hereby gives its consent for the Authority to publish to the public: (a) the Framework Agreement and any applicable Call Off Agreement(s) in its entirety plus agreed changes to the SS/SS/71754/120160/UKM/

16 Framework Agreement and any applicable Call Off Agreement(s) (but with any information which is exempt from disclosure in accordance with the provisions of FOIA redacted); (b) the information included in Schedule 4.1 without any redaction The Supplier shall assist and cooperate with the Authority to enable the Authority to publish information relating to this Framework Agreement and any applicable Call Off Agreement(s). 17. FREEDOM OF INFORMATION 17.1 The Supplier acknowledges that the Authority and the Customers, are subject to the requirements of the FOIA and the Environmental Information Regulations, and shall assist and cooperate with the Authority and the Customer to enable that body to comply with its Information disclosure obligations The Supplier shall and shall procure that its Sub-contractors shall: transfer to the Authority and any other relevant Customer all Requests for Information that it receives as soon as practicable and in any event within two Working Days of receiving a Request for Information; provide the Authority and any other relevant Customer with a copy of all Information in its possession, or power in the form that the Authority and/or any other relevant Customer requires within five Working Days (or such other period as the Authority and/or another relevant Customer (as applicable) may specify) of the Authority's and/or another relevant Customer request; and provide all necessary assistance as reasonably requested by the Authority and/or another relevant Customer to enable that party to respond to the Request for Information within the time for compliance set out in section 10 of the Freedom of Information Act 2000 or regulation 5 of the Environmental Information Regulations The Authority and each Customer (as applicable) shall be responsible for determining in its absolute discretion whether Information is exempt from disclosure in accordance with the provisions of the FOIA or the Environmental Information Regulations In no event shall the Supplier respond directly to a Request for Information unless expressly authorised to do so by the Authority The Supplier acknowledges that (notwithstanding the provisions of clause 16) the Authority or the Customer may, acting in accordance with the Department of Constitutional Affairs Code of Practice on the Discharge of the Functions of Public Authorities under Part 1 of the Freedom of Information Act 2000,( referred to as "the Code"), be obliged under the FOIA, or the Environmental Information Regulations to disclose information concerning the Supplier, this Framework Agreement, a Call Off Agreement or the GPSoC Services: in certain circumstances without consulting the Supplier; or SS/SS/71754/120160/UKM/

17 following consultation with the Supplier and having taken its views into account, provided always that where clause applies the Authority or the Customer (as applicable) shall, in accordance with any recommendations of the Code, take reasonable steps, where appropriate, to give the Supplier advanced notice, or failing that, to draw the disclosure to the Supplier's attention after any such disclosure The Supplier shall ensure that all Information is retained for possible disclosure and shall provide written evidence of its compliance with this requirement upon request from the Authority. 18. WARRANTIES 18.1 The Supplier warrants, represents and undertakes for the benefit of the Authority and the Customer that: it has full capacity and authority to enter into and to perform this Framework Agreement and in entering into this Framework Agreement it has not committed any fraud; this Framework Agreement is executed by a duly authorised representative of the Supplier; there are no actions, suits or proceedings or regulatory investigations pending or, to the Supplier's knowledge, threatened against or affecting the Supplier before any court or administrative body or arbitration tribunal that might affect the ability of the Supplier to meet and carry out its obligations under this Framework Agreement; and once duly executed, this Framework Agreement will constitute a legal, valid and binding obligation of the Supplier, enforceable against it in accordance with its terms The Supplier further warrants, represents and undertakes for the benefit of the Authority and the Customer that: as at the date of this Framework Agreement all statements and representations in the Supplier's Response are to the best of its knowledge, information and belief, true and accurate and that it will advise the Authority of any fact, matter or circumstance of which it may become aware which would render any such statement or representation false or misleading; with respect to any of its activities involving or relating to this Framework Agreement, the Supplier will at all times be in full compliance with all applicable Laws; it has and will continue to hold all necessary (if any) regulatory approvals from the Regulatory Bodies necessary to perform the Supplier's obligations under this Framework Agreement; and SS/SS/71754/120160/UKM/

18 the Supplier's execution and performance of this Framework Agreement, and any offer by it to provide GPSoC Services as and when required by this Framework Agreement, has not and will not conflict with or contravene, or give rise to a default under or require the waiver or consent of any third party under, any agreement, obligation or constraint to which the Supplier is bound or otherwise subject Each of the warranties in clause 18.2 shall: survive the execution of this Framework Agreement; remain in effect during the term of this Framework Agreement; and survive the expiry of this Framework Agreement for so long as any Call Off Agreements are in force Except as expressly stated in this Framework Agreement, all warranties and conditions, whether express or implied by statute, common law or otherwise, are hereby excluded to the extent permitted by Law For the avoidance of doubt, the fact that any provision within this Framework Agreement is expressed as a warranty shall not preclude any right of termination the Authority may have in respect of breach of that provision by the Supplier. Notwithstanding any other provision of this Framework Agreement, the sole and exclusive remedy for any breach of any warranty under this Framework Agreement shall be that the Authority may exercise its suspension rights under this Framework Agreement, or in the event of a breach of warranty which the Authority considers to be a material breach, the Authority may terminate this Framework Agreement, whereupon the obligations of the Supplier hereunder shall immediately cease. 19. FORCE MAJEURE 19.1 Subject to the remaining provisions of this clause 19, either party to this Framework Agreement may claim relief from liability for non-performance of its obligations to the extent this is due to a Force Majeure Event A party cannot claim relief if the Force Majeure Event is attributable to its (or its subcontractors) wilful act, neglect or failure to take reasonable precautions against the relevant Force Majeure Event The party seeking to claim relief in respect of a Force Majeure Event ("Affected Party") cannot claim relief as a result of a failure or delay by any other person in the performance of that other person's obligations under a contract with the Affected Party (unless that other person is itself prevented from or delayed in complying with its obligations as a result of a Force Majeure Event) The Affected Party shall immediately give the other party written notice of the Force Majeure Event. The notification shall include details of the Force Majeure Event together with evidence of its effect on the obligations of the Affected Party, and any action the Affected Party proposes to take to mitigate its effect. SS/SS/71754/120160/UKM/

19 19.5 As soon as practicable following the Affected Party's notification, the parties shall consult with each other in good faith and use all reasonable endeavours to agree appropriate terms to mitigate the effects of the Force Majeure Event and to facilitate the continued performance of this Framework Agreement. Where the Supplier is the Affected Party, it shall take all steps in accordance with Good Industry Practice to overcome or minimise the consequences of the Force Majeure Event The Affected Party shall notify the other party as soon as practicable after the Force Majeure Event ceases or no longer causes the Affected Party to be unable to comply with its obligations under this Framework Agreement. Following such notification, this Framework Agreement shall continue to be performed on the terms existing immediately before the occurrence of the Force Majeure Event unless agreed otherwise by the parties. 20. TERMINATION 20.1 The Authority may terminate this Framework Agreement by notice in writing having immediate effect if any of the following events or circumstances take place: the occurrence of an Insolvency Event in respect of the Supplier; the Supplier is in material breach of: clause 16 (Confidentiality); clause 17 (Freedom of Information); clause 25 (Assignment and Transfer); and clause 27 (Prevention of Corruption), and such material breach shall be treated as material breach not capable of remedy; the Supplier commits a material breach of this Framework Agreement which is not capable of remedy or which, where capable of remedy is not remedied within thirty days after notice of the breach from the Authority requiring remedy or which is remedied within that period, but which subsequently recurs and which the Authority considers (acting reasonably) to be due to the same or a similar cause; the Supplier has committed a material breach of a Call Off Agreement awarded to the Supplier under this Framework Agreement and a Customer has terminated such Call Off Agreement for Default (as defined therein) by the Supplier in accordance with its terms; a Force Majeure Event occurs which affects all or a substantial part of the GPSoC Services for a continuous period of more than 30 days; there is a Change in Control in respect of the Supplier or the Guarantor (or any company which Controls either the Supplier or the Guarantor as the case may be) other than where the Authority approves the Change in Control (such approval not SS/SS/71754/120160/UKM/

20 to be withheld unreasonably) or where the Authority has been notified of the Change in Control by the Supplier but has not exercised its rights under this clause within six months of the date of that notification; or the Supplier is subject to a Financial Distress Event; if the Supplier is required to procure a Guarantee from a Guarantor pursuant to clause 42: 20.2 Termination for Convenience Notification where the Guarantor withdraws the Guarantee; or where an Insolvency Event occurs in respect of the Guarantor; or the Guarantor's financial standing drops below the minimum thresholds set out in the PQQ; where the Guarantee becomes invalid or unenforceable, in each case where the Guarantee is not replaced by an alternative arrangement acceptable to the Authority; or The Authority may terminate the Framework Agreement in whole or in part upon giving not less than 3 months' written notice to the Supplier The Supplier shall promptly notify the Authority in writing of the occurrence, and details, of any event referred to in clause 20.1 and of any event or circumstance which is likely, with the passage of time or otherwise, to constitute or give rise to an event referred to in that clause 20.1 (including any Change in Control). If the supply of information required pursuant to this clause 20.3 in respect of a Change in Control would amount to a breach of any rules and regulations of any exchange on which the shares of the Supplier and/or the Guarantor (as applicable) are admitted for listing and/or trading, or any other rules or regulations with which the Supplier and/or the Guarantor (as applicable) are obliged to comply as a result of that listing, the Supplier shall provide the Authority with the relevant information to the fullest extent permitted by those rules and regulations. Novation/Assignment in Lieu of Termination 20.4 In the circumstances where the Authority is entitled to terminate this Framework Agreement, the Authority may, as an alternative to termination, require the Supplier to effect either an assignment or novation (the choice of which shall be at the absolute discretion of the Authority) of the whole or part of this Framework Agreement to a Key Sub-Contractor nominated by the Authority provided that the relevant Key Sub-Contractor provides its consent to the assignment or novation (as applicable) The Supplier shall enter into such agreement and/or deed as the Authority shall reasonably require to give effect to such assignment or novation pursuant to clause SS/SS/71754/120160/UKM/

21 21. CONSEQUENCES OF TERMINATION 21.1 Termination, suspension or expiry of this Framework Agreement: shall not affect the continuing rights and obligations of the Supplier and a Customer under any Call Off Agreements concluded in accordance with this Framework Agreement; and shall not affect any accrued rights and obligations of the Authority, the Supplier or any Customer under this Framework Agreement as at the date of termination or expiry, as the case may be No Call Off Ordering Party may enter into new Call Off Agreements under this Framework Agreement after the date of expiry or termination of this Framework Agreement. However, the following clauses shall survive termination or expiry of this Framework Agreement until such time as all Call Off Agreements entered into during the Term of this Framework Agreement either expire or terminate; 3 (Call Off Agreements); 4 (Catalogue); 11 (Framework Management and Governance); 19 (Force Majeure); 20.3 (notification of termination events); 25 (Assignment and Transfer); 31 (Financial Distress); schedule 3 (Catalogue Terms); schedule 7.4 (Financial Distress); schedule 8.1(Governance and Reporting); and schedule 12 (Selection Process) The following clauses shall survive termination or expiry of this Framework Agreement (and all Call Off Agreements entered into during the Term of this Framework Agreement) 16 (Confidentiality), 17 (Freedom of Information), 18 (Warranties), 21 (Consequences of Termination), 22 (Mitigation), 23 (Limitation of Liability), 26 (Compliance with Laws),27 (Prevention of Corruption), 28 (Publicity and Branding), 29 (Notices and Communications), 30 (Waiver and Cumulative Remedies), 32 (Insurance), 33 (Relationship of Parties), 34 (Entire Agreement), 35 (Severance), 37 (Costs and Expenses), 38 (Third Party Rights), 39 (Further Assurance), 40 (Framework Dispute Resolution Procedure), 41 (Variations), 42 (Guarantee), 43 (Governing Law and Jurisdiction), schedule 1 (Definitions), schedule 7.6 (Insurance Requirements), schedule 8.3 (Framework Dispute Resolution Procedure), schedule 10 (Guarantee), together with any other provision of this Framework Agreement which is expressed to survive termination or expiry or which is required to give effect to or the consequences of termination or expiry. 22. MITIGATION The Authority and the Supplier shall at all times take all reasonable steps to minimise and mitigate any loss for which a party is entitled to bring a claim against any other party pursuant to this Framework Agreement. 23. LIMITATION OF LIABILITY 23.1 Neither party limits its liability for: death or personal injury caused by its negligence, or that of its employees, agents or Sub-contractors (as applicable); fraud or fraudulent misrepresentation by it or its employees; or SS/SS/71754/120160/UKM/

22 breach of any obligation as to title implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act Subject to clauses 23.1 and 23.3 and without prejudice to the rights and remedies arising in respect of any Call Off Agreements, each party's total aggregate liability in respect of all other claims, losses or damages, whether arising from tort (including negligence), breach of contract or otherwise under or in connection with this Framework Agreement shall in no event exceed 50,000. Subject to clauses 23.1, 23.4 and 23.5 neither party will be liable to the other party for: any indirect, special or consequential loss or damage, whether or not of the type listed in clause ; or any loss of profits, turnover, business opportunities or damage to goodwill (whether direct or indirect) For the avoidance of doubt the cap set out in clause 23.2 above only applies to liability arising under the Framework Agreement and does not apply to liability arising under any Call Off Agreement. Each Call Off Agreement shall be subject to the limits on the Supplier's liability as set out therein The Authority may recover the following as a direct loss: any additional operational and/or administrative costs and expenses arising from the Supplier's default; any wasted expenditure or charges rendered unnecessary and/or incurred by the Authority or any Call Off Ordering Party arising from the Supplier's default; and the additional cost of procuring replacement GPSoC Services arising from the Supplier's default The parties expressly agree that if any limitation or provision contained or expressly referred to in this clause 23 is held to be invalid under any Law, it will be deemed omitted to that extent, and if any party becomes liable for loss or damage to which that limitation or provision applied, that liability will be subject to the remaining limitations and provisions set out in this clause Nothing in this clause shall act to reduce or affect a party's general duty to mitigate its loss. 24. SUPPLY CHAIN RIGHTS 24.1 Approval of Sub-contractors The Supplier shall not sub-contract any of its obligations under this Framework Agreement or any Call Off Agreement without the Authority's prior written consent, which, subject to clause , shall not be unreasonably withheld or delayed At the Effective Date, the Authority has consented to the engagement of the Sub-contractors listed in Schedule 4.3 (Notified Sub-contractors). If the SS/SS/71754/120160/UKM/