Phrase

Meaning

Admission Body

means a transferee admission body for the purposes of regulation 5A of the LGPS Regulations;

Affected Party

has the meaning given to it in the definition of Force Majeure Event in this Schedule 1 (Definitions);

Affiliate

means in respect of a relevant company, a company which is a subsidiary, a holding company or a company that is a subsidiary of the ultimate holding company of that relevant company, and in the case of the Service Provider shall include [its holding company and] each of the Shareholders. References to "holding company" and "subsidiary" shall have the meaning given to them in Section 736 of the Companies Act 1985;

Agreement

this agreement (including its Schedules);

Agreement Date

the date of this Agreement;

Annual Service Plan

has the meaning given in clause 38.3.4 (Annual Service Report);

Annual Service Report

has the meaning given in clause 38.3.1 (Annual Service Report);

Annual Service Report Date

[insert date] in each year of the Service Period;

Approval Criteria

has the meaning given to it in paragraph 4.5 of the Further Services Approval Procedure (Schedule 15);

Approved Further Services

has the meaning given to it in paragraph 4.6(b)(i) of the Further Services Approval Procedure (Schedule 15);

Asset Transfer Agreement

the agreement between the Authority and the Service Provider for the transfer of the Initial Transferring Assets;

Assets

all assets and rights to enable the Authority or a successor contractor to own, operate and maintain the Project in accordance with this Agreement, including:

(a)  any land or buildings;

(b)  any equipment;

(c)  any books and records (including operating and maintenance manuals, health and safety manuals and other know how);

(d)  any spare parts, tools and other assets (together with any warranties in respect of assets being transferred);

(e)  any revenues and any other contractual rights; and

(f)  any Intellectual Property Rights,

but excluding any assets and rights in respect of which the Authority is full legal and beneficial owner;

Assigned Employees

has the meaning set out in Clause 27.1.1

Authority

[insert name of authority] and its successors and assigns;

Authority Assets

the assets of the Authority identified in the inventory in Schedule 10 (Authority Assets);

Authority Break Point Date

[  ];

Authority Change

has the meaning given to it in the Change Protocol;

Authority Change Notice

has the meaning given to it in the Change Protocol;

Authority Data

any data (including metadata), record, document or information howsoever stored which is communicated in writing, orally, electronically or by any other means by the Authority, its staff, sub-contractors and agents to the Service Provider relating to Users and Services provided to Users or is obtained, gleaned, compiled or processed by the Service Provider during the course of the Service Provider providing the Services relating to Users and Services provided to Users;

Authority Default

one of the following events:

(a)  an expropriation, sequestration or requisition of a material part of the Assets and/or shares of the Service Provider by the Authority or other Relevant Authority;

(b)  a failure by the Authority to make payment of any amount of money exceeding £[INSERT AMOUNT] (indexed) that is due and payable by the Authority under this Agreement within twenty (20) Business Days of service of a formal written demand by the Service Provider, where the amount fell due and payable [two] (or more) months prior to the date of service of the written demand;

(c)  a breach by the Authority of its obligations under this Agreement which substantially frustrates or renders it impossible for the Service Provider to perform its obligations under this Agreement for a continuous period of [two] months; or

(d)  a breach by the Authority of clause 46.1 (Transfer of the Agreement by the Authority) occurs;

Authority Existing Employee

means in relation to any service equivalent to any of the Services all these persons employed by the Authority under a contract of employment (excluding to avoid doubt (without limitation) any person employed by the Authority as an independent contractor or persons employed by any sub-contractor engaged by the Authority) who are wholly or substantially engaged in the provision of that service as at the Service Transfer Date;

Authority Policies

the policies of the Authority referred to in Schedule 22 (Authority's Policies);

Authority's Premises

any premises owned or occupied by the Authority as detailed in Schedule 9 (Access to Authority's Premises) where any of the Services may be or are carried out subject to compliance with the conditions set out in Schedule 9;

Authority Related Party

means any officer, agent, employee of the Authority acting in the course of his office or employment including any sub-contractors supplied by the Authority in relation to the Services;

Authority Requirements

has the meaning given to it in paragraph 3.1(b) of the Further Services Approval Procedure (Schedule 15);

Authority Software

software which is owned by or licensed to the Authority, including software which is or will be used by the Service Provider for the purposes of providing the Services but excluding the Service Provider Software;

Authority's Obligations

the obligations of the Authority specified in Schedule 8;

Background IPRs

(a)  IPRs owned by the Service Provider before the Agreement Date, for example those subsisting in the Service Provider's standard development tools, program components or standard code used in computer programming or in physical or electronic media containing the Service Provider's Know-How or generic business methodologies; and/or

(b)  IPRs created by the Service Provider independently of this Agreement,

but excluding IPRs owned by the Service Provider subsisting in the Service Provider Software;

Back-up Location

has the meaning given to it in clause 21.1;

Baseline Cost

has the meaning given to it in clause 39.5.4 (Benchmarking);

Benchmark Cost

has the meaning given to it in clause 39.5.3 (Benchmarking);

Benchmark Organisations

has the meaning given to it in clause 39.2(Benchmarking);

Benchmark Services

the following elements of the Services which the parties have agreed shall be subject to Benchmarking in accordance with clause 39 (Benchmarking):

[  insert services  ];

Benchmarking Exercise

the process by which the Service Provider compares either its own costs or the costs of its Sub-Contractors against the market price of equivalent services to the Services provided under the Contract;

Benchmarking Dates

the date falling on the [3rd] and [7th] anniversaries of [  ];

Benchmarking Plan

has the meaning given to it in clause 39.5 (Benchmarking);

Benchmarking Report

has the meaning given to it in clause 39.5.7 (Benchmarking);

Best Value Change in Law

a Change in Law which comprises:

(a)  an order made by the Secretary of State in the exercise of powers conferred upon him by Section 4 of the 1999 Act the substance of which amounts to a change in a performance standard or a change in the definition of or details of a performance indicator (as opposed to a change in the description of a performance indicator);

(b)  a direction made by the Audit Commission in the exercise of powers conferred upon it by Sections 44 and 46 of the Audit Commission Act 1998 which in substance is similar to an order referred to in (a) above;

(c)  Guidance issued by the Secretary of State or Audit Commission or other competent authority in respect of (a) or (b) above;

Best Value Duty

the duty imposed on the Authority by Section 3 of the 1999 Act in relation to, inter alia, the Services;

Best Value Inspector

an officer, agent or employee of the Audit Commission or other Relevant Authority empowered to inspect the Authority's compliance with Part 1 of the 1999 Act;

Best Value Performance Indicators

means the Best Value Performance Indicators, Audit Commission Performance Indicators and Local Performance Indicators for the Services as specified in [  ];

Best Value Performance Plans

the best value performance plans which are required to be published by the Authority in accordance with Section 6 of the 1999 Act;

Best Value Review

the review which is required to be conducted by the Authority in accordance with Section 5 of the 1999 Act;

Best Value Review Date

the date or dates for a Best Value Review as the Authority may specify in a Best Value Performance Plan;

Best Value Review Plan

has the meaning given to it in clause 38.4.6;

Best Value Service Change Notice

has the meaning given to it in clause 38.3.3 (Annual Service Report);

Bond

a bond in the form set out in Schedule 6 (Bond and Guarantee);

Business Continuity Plan

any plan prepared pursuant to clause 32 (Business Continuity), as may be amended from time to time;

Business Day

a day (other than a Saturday or Sunday) on which banks are open for domestic business in the City of London;

Capital Expenditure

any expenditure which falls to be treated as capital expenditure in accordance with generally accepted accounting principles in the United Kingdom from time to time;

Certificate of Costs

a certificate prepared in accordance with and including the information required under clause 36.2 (Open Book Accounting);

Cessation Date

means any date on which the Service Provider or relevant Sub-Contractor ceases to be an Admitted Body other than as a result of the termination of this Agreement or because it ceases to employ any Eligible Employees;

Change

any change to the Services or this Agreement initiated through the Change Protocol;

Change in Costs

in respect of any Relevant Event, the effect of that Relevant Event (whether of a one-off or recurring nature, and whether positive or negative) upon the actual or anticipated costs, losses or liabilities of the Service Provider and/or any Key Sub-Contractors (without double counting), including, as relevant, the following:

(a)  the reasonable costs of complying with the requirements of clauses 43 (Authority Step-In) and/or 34 (Financial Adjustments), including the reasonable costs of preparation of design and estimates;

(b)  the costs of continued employment of, or making redundant, staff who are no longer required;

(c)  the costs of employing additional staff;

(d)  reasonable professional fees;

(e)  the costs to the Service Provider of financing any Relevant Event (and the consequences thereof) including commitment fees and capital costs interest and hedging costs, lost interest on any of the Service Provider's own capital employed and any finance required pending receipt of a lump sum payment or adjustments to the Payment;

(f)  the effects of costs on implementation of any insurance reinstatement in accordance with this Agreement, including any adverse effect on the insurance proceeds payable to the Service Provider (whether arising from physical damage insurance or business interruption insurance (or their equivalent)) in respect of that insurance reinstatement and any extension of the period of implementation of the insurance reinstatement;

(g)  operating costs, or life cycle, maintenance or replacement costs;

(h)  Capital Expenditure (or, in the case of a Relevant Event which is a Qualifying Change in Law, Capital Expenditure for which the Authority is responsible);

(i)  the costs required to ensure continued compliance with the Finance Agreements;

(j)  any deductible or increase in the level of deductible, or any increase in premium under or in respect of any insurance policy; and

liability to third parties and Sub-Contractors, including legal expenses on an indemnity basis;

Change in Law

the coming into effect after the date of this Agreement of:

(a)  Legislation, other than any Legislation which on the date of this Agreement has been published:

(i)  in a draft Bill as part of a Government Departmental Consultation paper;

(ii)  in a Bill;

(iii)  in a draft statutory instrument; or

(iv)  as a proposal in the Official Journal of the European Communities;

(b)  any Guidance; or

(c)  any applicable judgment of a relevant court of law which changes a binding precedent;

Change in Revenue

in respect of any Relevant Event, the effect of that Relevant Event (whether of a one-off or recurring nature, and whether positive or negative) upon the actual or anticipated income of the Service Provider and/or any Key Subcontractors (without double counting);

Change of Ownership

(a)  any sale, transfer or disposal of any legal, beneficial or equitable interest in any or all of the shares in the Service Provider and/or [its holding company] [and/or [♦]] (including the control over exercise of voting rights conferred on those shares, control over the right to appoint or remove directors or the rights to dividends); and/or

(b)  any other arrangements that have or may have or which result in the same effect as paragraph (a) above.

Change Protocol

the Change Control procedures set out in Schedule 14 (Change Protocol);

Code

means the Code of Practice on Workforce Matters in Local Authority Service Contracts as currently contained in DCLG Circular 3/03 Annex D;

Code Dispute Resolution Procedure

means the procedure set out in Schedule 17;

Code Obligations

means the express obligations of the Service Provider in clause 26.8 which derive from the Code;

Collateral Warranty or Collateral Warranties

a collateral warranty executed as a deed between the Authority and [a Key Sub-Contractor] in the relevant form as set out in Schedule 5 (Collateral Warranty);

Commercially Sensitive Information

the sub set of Confidential Information listed in column 1 of Part 1 (Commercially Sensitive Contractual Provisions) and column 1 of Part 2 (Commercially Sensitive Material) of Schedule 23 (Commercially Sensitive Information) in each case for the period specified in column 2 of Parts 1 and 2 Schedule 23;

Compensation Regulations

the Local Government (Discretionary Payments) Regulations 1996 (as amended) and the Local Government (Early Termination of Employment) Discretionary Compensation) (England and Wales) Regulation 2000 (as amended);

Comprehensive Performance Assessment

any comprehensive performance review of the Authority's services (including the Services) undertaken by the Audit Commission or any other Relevant Authority pursuant to Section 99 of the Local Government Act 2003 or otherwise;

Confidential Information

any

(a)  information that ought to be considered as confidential (however it is conveyed or on whatever media it is stored) and may include information whose disclosure would, or would be likely to, prejudice the commercial interests of any person, trade secrets, Intellectual Property Rights and know-how of either party and all personal data and sensitive personal data within the meaning of the Data Protection Act 1988; and

(b)  Commercially Sensitive Information.

Consents

all permissions, consents, approvals, certificates, permits, licenses and authorisations of a Relevant Authority required for the performance of any of the Service Provider's obligations under this Agreement;

Contract Manager

the officer appointed by the Authority under clause 12.1 to act as contract manager;

Contract Period

the period from and including the Agreement Date to the Expiry Date, or if earlier, the Termination Date;

Contract Standard

the standard to which the Services are to be provided as defined in Clause 5.2 of the Agreement;

Contract Year

a period of twelve (12) months commencing on [  ], provided that:

(a)  the first Contract Year shall be the period commencing on the Service Transfer Date and ending on the immediately following [  ]; and

(b)  the final Contract Year shall be the period commencing on [  ] immediately preceding the last day of the Contract Period and ending on that day;

Convictions

other than for minor road traffic offences, any previous or pending prosecutions, convictions, cautions and binding over orders (including any spent convictions as contemplated by section 1(1) of the Rehabilitation of Offenders Act 1974 by virtue of the exemptions specified in Part II of Schedule 1 of the Rehabilitation of Offenders Act 1974 (Exemptions) Order 1975 (SI 1975/1023) or any replacement or amendment to that Order, [or being placed on a list kept pursuant to section 1 of the Protection of Children Act 1999 or being made subject of a prohibition or restriction under section 218 (6) of the Education Reform Act 1988];

Critical Service Failure

has the meaning given in Schedule 4 (Payment Mechanism);

Customer Satisfaction Survey

has the meaning given in clause 38.2 (Customer Satisfaction Survey);

Customer Satisfaction Survey Date

the date which is [INSERT NUMBER] months prior to [the number] Annual Service Report Date] and each [insert] anniversary thereof during the Contract Period] [each Best Value Review Date];

Data Subject

has the meaning given to them in the DPA;

Database

the rights in or to the database developed and supplied by the Service Provider to the Authority in accordance with [the terms of this Agreement][the Output Specification];

Deposited Software

the Software the Source Code of which is to be placed in escrow as listed in Schedule 11 (Software);

Direct Losses

means all damage, losses, indebtedness, claims, actions, cash, expenses (including the cost of legal or professional services, legal costs being an agent/client, client paying basis), proceedings, demands and charges whether arising under statute, contract or at common law but to avoid doubt, excluding Indirect Losses;

Directive

means the EC Acquired Rights Directive 77/187 as amended;

Disclosed Data

information relating to the Project disclosed to the Service Provider and advisers including:

(a)  the Invitation to Participate in Dialogue issued on [  ];

(b)  the information memorandum issued by the Authority on [date] in relation to the Project;

(c)  the data room located at [INSERT DETAILS];

(d)  information provided pursuant to the Further Services Approval Procedure and the Change Protocol;

(e)  [others]

Dispute

any difference or dispute between the Authority and the Service Provider arising out of or in connection with this Agreement (including any question as to the validity or interpretation of this Agreement and including any dispute arising before or after termination of this Agreement);

Dispute Resolution Procedure

the procedure for the resolution of disputes set out in Schedule 16;

Disputed Amount

has the meaning given to it in clause 33.4 (Disputed Amounts) of the Agreement;

Documentation

descriptions of the Services and [Performance Levels], technical specifications, user manuals, operating manuals, process definitions and procedures, and all such other documentation as:

(a)  is required to be supplied by the Service Provider to the Authority under this Agreement;

(b)  is required by the Service Provider in order to provide the Services; or

(c)  has been or shall be generated for the purpose of providing the Services;

DPA

the Data Protection Act 1998;

Draft Business Case

has the meaning given to it in paragraph 3.1 of the Further Services Approval Procedure (Schedule 15);

Draft Proposal

has the meaning given to it in clause 39.14 (Benchmarking);

Eligible Employees

(a)  the Transferring Employees who are active members of [or eligible to join] the LGPS on a Relevant Transfer Date;

(b)  [the Transferring Original Employees who are active members of [or eligible to join] either the LGPS or a broadly comparable scheme provided by their existing employer on a Relevant Transfer Date;

(c)  any other individuals nominated by the Service Provider or Sub-Contractor (as appropriate);

Emergency

has the meaning set out in the [Authority's civil defence policy];

Employee Liability Information

means the information which a transferor is obliged to notify to a transferee pursuant to Regulation 11(2) of TUPE regarding any person employed by him who is assigned to the organised grouping of resources or employees which is the subject of the Relevant Transfer and also such employees as fall within Regulation 11(4) of TUPE;

Enhanced Licence Terms

the licence terms set out in Part [  ] of Schedule 11 (Software);

Environmental Information Regulations

the Environmental Information Regulations 2004 together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Government Department in relation to such regulations;

Equalities Legislation

all Legislation which makes unlawful discrimination on grounds of sex, sexual orientation, gender reassignment, age, disability, colour, race, ethnic or national origin or religion, marital status, part-time or temporary status in employment or otherwise including the Race Relations Act 1976 (as amended), the Sex Discrimination Act 1975, the Equal Pay Act 1970, the Disability Discrimination Act 1995;

Estimate

an estimate which the Authority may require the Service Provider to provide pursuant to the Change Protocol;

Estimated Change in Project Costs

in relation to clause 7.2 (Change in Service), clause 35 (Change in Law) and the Change Protocol, the aggregate of any estimated increase in construction costs, operating costs and financing costs less the aggregate of any reduction in construction costs, operating costs and financing costs;

Euro Compliant

means that: (i) the introduction of the euro within [England and Wales][any part of the UK] shall not affect the performance or functionality of any relevant items nor cause such items to malfunction, end abruptly, provide invalid results or adversely affect the Authority's business; (ii) all currency-reliant and currency-related functions (including all calculations concerning financial data) of any relevant items enable the introduction and operation of the euro; and (iii) in particular each and every relevant item shall, to the extent it performs or relies upon currency-related functions (including all calculations concerning financial data):

(a)  be able to perform all such functions in any number of currencies and/or in euros;

(b)  during any transition phase applicable to [England and Wales][the UK], be able to deal with multiple currencies and in relation to the euro and the national currency of [England and Wales][UK]dual denominations;

(c)  recognise accept, display and print all the euro currency symbols and alphanumeric codes which may be adopted by any government and other European Union body in relation to the euro;

(d)  incorporate protocols for dealing with rounding and currency conversion;

(e)  recognise data irrespective of the currency in which it is expressed (which includes the euro) and express any output data in the national currency of [England and Wales][the UK]and/or the euro; and

(f)  permit the input of data in euro and display an outcome in euro where such data, supporting the Authority's normal business practices, operates in euro and/or the national currency of [England and Wales][the UK];

EEA

from time to time the European Economic Area as created by The Agreement on the European Economic Area 1992 or any successor or replacement body, association, entity or organisation which has assumed either or both the function and responsibilities of the European Economic Area;

Exclusive Assets

the items identified in the Rolling Inventory from time to time as exclusive assets;

Exit Plan

the exit management plan referred to in Schedule 18 (Exit Arrangements);

Expiry Date

the [10th] anniversary of the date of this Agreement;

Final Employee List

has the meaning set out in Clause 26.4.2;

Final Warning Notice

has the meaning given to it in clause 50.4 (Final Warning Notice);

Financial Model

the financial model as at the Agreement Date in the Agreed Form (which has been delivered by the Service Provider to the Authority as a working CD Rom) as updated from time to time in accordance with this Agreement for the purpose of, amongst other things, calculating the Payment;

First Contractor

means the person with whom the Authority initially contracted for the provision of services which are similar to the Services;

First Employee List

has the meaning set out in Clause 26.4.1;

FOIA

the Freedom of Information Act 2000 and any subordinate legislation (as defined in section 84 of the Freedom of Information Act 2000) made under the Freedom of Information Act 2000 from time to time together with any guidance and/or codes of practice issued by the Information Commissioner or relevant Government Department in relation to such Act;

Force Majeure Event

means the occurrence after the date of Agreement of:-

(a)  war, civil war, armed conflict or terrorism; or

(b)  nuclear, chemical or biological contamination unless the source or cause of the contamination is the result of actions of the Service Provider or its Sub-Contractors; or

(c)  pressure waves caused by devices travelling at supersonic speeds;

which directly causes either party (the "Affected Party") to be unable to comply with all or a material part of its obligations under this Agreement;

Future Service Provider

has the meaning set out in Clause 26.6.4;

Further Services

any further services listed in [the Output Specification] in relation to which the Authority may seek a business case from the Service Provider in accordance with the Further Services Approval Procedure under Schedule 15;

Further Services Approval Procedure

the procedure set out in Schedule 15;

Further Services Implementation Plan

the plan for implementing the Further Services including any associated implementation tests;

Full Business Case

has the meaning given to it in paragraph 4.1 of the Further Services Approval Procedure (Schedule 15);

General Change in Law

a Change in Law which is not a Qualifying Change in Law;

Good Industry Practice

that degree of skill, care, prudence, foresight and operating practice which would reasonably and ordinarily be expected from time to time of a skilled and experienced operator (engaged in the same type of undertaking as that of the Service Provider) or any Sub-Contractor under the same or similar circumstances;

Guarantee

a guarantee in the form set out in Schedule 6 (Bond and Guarantee);

Guarantee Criteria

has the meaning set out in clause 42.5;

Guarantor

[  ] (company registered number [  ]) whose registered office is at [  ] and any permitted successor in title pursuant to the Agreement or the Guarantee;

Guidance

any applicable guidance or directions with which the Service Provider is bound to comply;

Indemnifying Party

has the meaning given to it in clause 47.5 (Notification of Claims);

Index

[insert definition for relevant index or indices being used]

Indirect Losses

means loss of profits, loss of use, loss of production, loss of business, loss of business opportunity, or any claim for consequential loss or for indirect loss of any nature;

Information

has the meaning given to it under section 84 of the Freedom of Information Act 2000;

Initial Transferring Assets

those assets of the Authority identified in the inventory in Schedule 10 (Authority Assets) which are transferred to the Service Provider under the Assets Transfer Agreement for the purpose of being used by the Service Provider in the provision of the Services;

Insolvency Event

the occurrence of any of the following events (or any event analogous to any of the following in a jurisdiction other than England and Wales) in relation to the relevant entity:

(a)  [the entity passing a resolution for its winding up or a court of competent jurisdiction making an order for the entity to be wound up or dissolved or the entity being otherwise dissolved;]

(b)  [the appointment of an administrator of or, the making of an administration order in relation to the entity or the appointment of a receiver or administrative receiver of, or an encumbrancer taking possession of or selling, the whole or part of the entity's undertaking, assets, rights or revenue;]

(c)  [the entity entering into an arrangement, compromise or composition in satisfaction of its debts with its creditors or any class of them or takes steps to obtain a moratorium or makes an application to a court of competent jurisdiction for protection from its creditors;]

(d)  the entity being unable to pay its debts or being [capable of being] deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986; or

(e)  [the entity entering into any arrangement, compromise or compromise or composition in satisfaction of its debts with its creditors;]

However, a resolution by the relevant entity or a court order that such entity be wound up for the purpose of a bona fide reconstruction or amalgamation shall not amount to an Insolvency Event;

Intellectual Property Rights or IPR

any and all patents, trade marks, service marks, copyright, database rights, moral rights, rights in a design, know-how, confidential information and all or any other intellectual or industrial property rights whether or not registered or capable of registration and whether subsisting in the United Kingdom or any other part of the world together with all or any goodwill relating or attached thereto;

Intervening Contract

means a contract with the Authority for the provision of services which are similar to the Services, at times after they were provided under a contract with the First Contractor and before they are to be provided by the Service Provider;

IPR Claim

any claim of infringement or alleged infringement (including the defence of such infringement or alleged infringement) of any IPR used to provide the Services or as otherwise provided by the Service Provider (or to which the Service Provider has provided access) to the Authority in the fulfilment of its obligations;

IPR Liability

any loss, damage, cost, charges, expenses, claims, actions or demands which may arise out of, or in consequence of, any infringement or alleged infringement by the Authority or the Service Provider of any Intellectual Property Rights used to provide the Services;

Key Personnel

those members of the Service Provider's Personnel described in Schedule 21 (Key Personnel) as such is modified by agreement by the parties;

Key Sub-Contract

the agreements entered into by the Service Provider and the Key Sub-Contractors for the performance of its obligations under this Agreement.

Key Sub-Contractor

a counter party of the Service Provider to a Key Sub-Contract who is appointed by the Service Provider to provide or supply a significant or important part of the Services, including any Affiliates of the Service Provider. As at the Agreement Date the Key Sub-Contractors are [  ];

Legislation

means any Act of Parliament or subordinate legislation within the meaning of Section 21(1) of the Interpretation Act 1978, any exercise of the Royal Prerogative, and any enforceable community right within the meaning of Section 2 of the European Communities Act 1972, in each case in the United Kingdom;

Local Government Pension Scheme or LGPS

means the Local Government Pension Scheme established pursuant to regulations made by the Secretary of State in exercise of powers under sections 7 and 12 of the Superannuation Act 1972 as amended from time to time;

Malicious Software

any software program or code intended to destroy, interfere with, corrupt, or cause undesired effects on program files, data or other information, executable code or application software macros, whether or not its operation is immediate or delayed, and whether the malicious Software is introduced wilfully, negligently or without knowledge of its existence;

Market Testing

the process by which the Service Provider re-tenders the Market Testing Services to that the Authority can test whether the Market Testing Services represent value for money;

Market Testing Date

the date agreed by the parties pursuant to clause 39.12 upon which the Market Testing shall take place:

Market Testing Services

those elements of the Service which the Authority notifies the Service Provider pursuant to clause 39.11 (Benchmarking and Market Testing) shall be Market Tested;

Monitoring Procedure

the systems and procedures for monitoring the performance of the Service Provider's obligations in respect of this Agreement as set out in Schedule 13 (Monitoring Procedure);

Named Employees

has the meaning set out in clause 25.1;

Net Book Value

the value of any item being its purchase price less an amount equal to the amortisation of such item [in a straight line] at the time such value is to be calculated;

New Employees

means those new employees employed by the Service Provider to provide the Services who will be working alongside the Transferring Employees;  

Original Employee

means those employees of the Authority who as a result of the application of the Regulations, in relation to what was done for the purposes of carrying out the contract between the Authority and the First Contractor, became employees of someone other than the Authority;

Output Specification

the output specification set out in Schedule 2 (Output Specification) and any modifications or additions thereto as may from time to time be made in accordance with the provisions of this Agreement;

Partnership Manager

the person appointed by the Service Provider in accordance with clause 12.2;

Partnership Operations Board

the partnership operations board established and maintained by the parties throughout the Contract Period in accordance with Schedule 12 (Partnering Governance);

Past Service Reserve

means the actuarial value, calculated on the basis that the provisions of section 62 of the Pensions Act 1995 applies directly to the Local Government Pension Scheme or Service Provider Scheme (the "Transferring Scheme"), of the aggregate of the benefits, whether immediate, prospective or contingent, payable under the Transferring Scheme to and in respect of each transferring member, his spouse and dependants, by reference to pensionable service in the Transferring Scheme, but making proper allowance for projected increases in the rate of pensionable salary of each transferring member from the cessation of pensionable service to the expected date of withdrawal, retirement or death and increases (whether or not pursuant to a legal obligation) in pensions in payment using demographic and actuarial assumptions which are overall no less conservative than those adopted for the most recent funding valuation of the Transferring Scheme;

Payment

the payment calculated in accordance with Schedule 4 (Payment Mechanism, Financial Model and the Payment);

Payment Mechanism

the payment mechanism set out in Schedule 4;

Payment Period

each month during the [Service Period], provided that:

(a)  the first contract month shall commence on the first Service Transfer Date and end on the last day of the month in which the first Service Transfer Date occurs; and

(b)  the last Contract month shall begin on the first day of the month in which the last day of the Service Period occurs and end on the last day of the Service Period

Persistent Breach

a breach which has continued for more than [♦] days or recurred more than [♦] times in any [♦] month period after the date on which a Final Warning Notice referred to in clause 50.4 is served on the Service Provider and which entitles the Authority to terminate the Agreement forthwith in whole or in part in accordance with clause 50.5;

Personal Data

personal data as defined in the DPA which is supplied to the Service Provider by the Authority or is obtained by the Service Provider in the course of performing the Services;

Prescribed Rate

[  ] per cent above the base rate from time to time of the [ ] Bank;

Prohibited Act

Project

the provision of [corporate and transactional services] to the Authority by the Service Provider as contemplated by this Agreement including the provision of the Services;

Project Documents

the agreements entered into by the Service Provider for the performance of the obligations under this Agreement which are listed in [  ] copies of which have been initialled by the parties for the purposes of identification

Project Specific IPRs

(a)  IPRs in items created by the Service Provider (or by a third party on behalf of the Service Provider) specifically for the purposes of this Agreement and updates and amendments of these items; [and/or

(b)  IPRs arising as a result of the performance of the Service Provider's obligations under this Agreement];

but which shall not include the Background IPRs or the Specially Written Software;

Proposed Workforce

has the meaning set out in Clause 26.4.4 (a)

Qualifying Change in Law

means:-

(a)  any Change in Law which specifically refers to the provision of a service the same as or similar to the Services; or

(b)  a Change in Law the terms of which apply expressly to the Project and to similar projects and/or the Service Provider and not to other persons; or

(c)  a Best Value Change in Law

which was not foreseeable at the Agreement Date;

Relevant Authority

any court with the relevant jurisdiction and any local, national or supra-national agency, inspectorate, minister, ministry, officer or public or statutory person of the Government of the United Kingdom or of the European Union;

Relevant Employees

the employees who are the subject of a Relevant Transfer;

Relevant Event

a Change, Qualifying Change in Law or other event as a result of which there may be an adjustment to the Payment, in accordance with clause 34 (Financial Adjustments);

Relevant Service Transfer

[only applicable if phased Service implementation]

Relevant Staff

has the meaning given to it in clause 25 (Employees);

Relevant Transfer

means a relevant transfer for the purposes of the Regulations;

Relevant Transfer Date

the date on which an Eligible Employee transfers to the Service Provider and/or one or more sub-contractor by virtue of a Relevant Transfer;

Relief Event

means:

(a)  fire, explosion, lightning, storm, tempest, flood, bursting or overflowing of water tanks, apparatus or pipes, ionising radiation (to the extent it does not constitute a Force Majeure Event), earthquakes, riot and civil commotion;

(b)  failure by any statutory undertaker, utility company, central government or local authority (excluding the Authority) or other like body to carry out work or provide services;

(c)  any failure or shortage of power, fuel or transport;

(d)  any blockade or embargo which does not constitute a Force Majeure Event;

(e)  any:-

(i)  official or unofficial strike;

(ii)  lockout;

(iii)  go-slow; or

(iv)  other dispute,

generally affecting the [  ] industry or a significant sector of it; and

(f)  the introduction of any virus which is not capable of being detected by the latest update of virus detection software which is available and should be used as a matter of Good Industry Practice;

affecting the Service Provider, its sub-contractors or the Authority unless any of the events listed in paragraphs (a) to (f) inclusive arises (directly or indirectly) as a result of any wilful default or wilful act of the Relevant Party claiming relief under clause 44 (Relief Events), or its employees, sub-contractors or agents;

Remedy Notice

has the meaning given to it in clause 50.2 (Practical Remedies and Persistent Breach);

Remuneration Costs

has the meaning set out in Clause 26.4.4(b)

Reorganisation Costs

has the meaning set out in Clause 26.4.4 (c)

Request for Information

has the meaning set out in the FOIA or any apparent request for information made under the FOIA or the Environment Information Regulations

Required Action

has the meaning given to it in clause 43.3.1;

Required Insurances

the insurances specified in clause 48 (Insurance);

Restricted Share Transfer

any transfer of shares in the Service Provider or its holding company to any person engaged, or with substantial interests in, [gambling, gaming, the production or sale of alcoholic drinks, the production or sale of products containing or derived from tobacco, or the manufacture or sale of arms and weapons];

Retendering Information

has the meaning given to it in clause 27.1.1 (Retendering);

Returning Employees

has the meaning set out in Clause 27.4.2;

Rolling Inventory

the contents of Schedule 10 as may be updated from time to time and as a minimum every twelve (12) months to create a rolling and up to date inventory of all Assets used by the Service Provider in the operation of the Project;

Schedule

a schedule to this Agreement;

Security Policy

the security policy outlined in the [Output Specification];

Service Delivery Plan(s)

the method of performing each of the Services to the standards laid down in the Output Specification and any modifications or additions thereto as may be agreed in accordance with the Change Protocol and clause 35 (Change in Law) from time to time;

Service Delivery Teams

has the meaning set out in Schedule 12;

Service Performance Levels

as set out in Schedule 2 (Output Specification);

Service Period

the period specified in clause 2.2;

Service Provider

[  ], (company registered number [  ]) whose registered office is at [  ] and any permitted successor in title pursuant to the Agreement;

Service Provider Admission Agreement

an admission agreement entered into in accordance with Regulation 5A of the LGPS Regulations 1997 (as amended from time to time) by the Administering Authority, the Authority and the Service Provider or Sub-Contractor (as appropriate);

Service Provider Change

has the meaning given to it in the Change Protocol;

Service Provider Change Notice

has the meaning given to it in the Change Protocol;

Service Provider Default

one of the following events:-

(a)  a breach by the Service Provider of any of its obligations under this Agreement which materially and adversely affects the performance of the Services;

(b)  [a Persistent Breach occurs;]

(c)  a court makes an order that the Service Provider be wound up or a resolution for a voluntary winding up of the Service Provider is passed;

(d)  any receiver or manager in respect of the Service Provider is appointed or possession is taken by or on behalf of any creditor of any property that is the subject of a charge;

(e)  any voluntary arrangement is made for a composition of debts or a scheme of arrangement is approved under the Insolvency Act 1986 or the Companies Act 1985;

(f)  an administration order is made;

(g)  a breach by the Service Provider of its obligations under clause 46 (Assignment and Sub-Contracting) occurs;

(h)  a breach of clause 49 (Change of Control) occurs;

(i)  the abandonment of the Agreement by the Service Provider;

(j)  a failure to achieve the Service Transfer Date by [date];

(k)  in any [INSERT NUMBER] month period the Authority has been entitled to reduce the amount of the Payment by more than [INSERT NUMBER] per cent through Unavailability Deductions;

(l)  a Critical Service Failure has occurred;

(m)  a breach by the Service Provider of its obligations to take out and maintain any of the Required Insurances;

Service Provider Related Parties

any of the following:

(a)  an officer, servant, employee or agent of the Service Provider, or any Affiliate of the Service Provider and any officer, servant, employee or agent of such a person acting in that capacity;

(b)  any contractor or sub-contractor of the Service Provider of any tier and any of their directors, officers, servants, employees or agents acting in that capacity;

Service Provider Software

software which is proprietary to the Service Provider, including software which is or will be used by the Service Provider for the purposes of providing the Services;

Service Provider Warranted Data

the information relating to the Service Provider and its Affiliates contained in Schedule 7 (Warranted Data);

Service Provider's Premises

the premises owned by or leased or licensed to the Service Provider and used by the Service Provider in the provision of the Services excluding Authority's Premises;

Service Transfer Date

the transfer on a date agreed by the parties to the Service Provider of responsibility for provision of (or procuring the provision by sub-contractors of) the Services in accordance with the Agreement;

Services

[the whole of the services or any of them to be provided by the Service Provider pursuant to this Agreement including any Further Services which have received Stage 2 Approval under the Further Services Approval Procedure or such of them as may from time to time remain the subject of this Agreement, which are required to satisfy the Output Specification set out in Schedule 2]

Shared Assets

the items identified in the Rolling Inventory from time to time as shared use assets;

Shareholder

each person from time to time holding share capital in the Service Provider [or its holding company]

Software

Specially Written Software, Service Provider Software and Third Party Software as listed in Schedule 11 (Software);

Source Code

computer programs and/or data in eye-readable form and in such form that it can be compiled or interpreted into equivalent binary code together with all technical information and documentation necessary for the use, reproduction, modification and enhancement of such software;

Specially Written Software

any software created by the Service Provider (or by a third party on behalf of the Service Provider) specifically for the purposes of this Agreement, including the software specified as such in Schedule 11;

Stage 1 Approval

has the meaning given to it in paragraph 3.6 of the Further Services Approval Procedure (Schedule 15);

Stage 1 Approved Further Services

has the meaning given to it in paragraph 3.6 of the Further Services Approval Procedure (Schedule 15);

Stage 2 Approval

has the meaning given to it in paragraph 4.6(b)(i) of the Further Services Approval Procedure (Schedule 15);

Stage 2 Approved Further Services

has the meaning given to it in paragraph 4.6(b)(i) of the Further Services Approval Procedure (Schedule 15);

Standard Licence Terms

the licence terms set out in Part [  ] of Schedule 11 (Software);

Strategic Partnership Board

the strategic partnership board established and maintained by the parties throughout the Contract Period in accordance with Schedule 12 (Partnering Governance);

Sub-Contractor

means each of the counterparties of the Service Provider to the Project Documents or any person engaged by the Service Provider from time to time as may be permitted by this Agreement to procure the provision of the Services (or any of them).  References to sub-contractors mean sub-contractors (of any tier) of the Service Provider;

Sub-Contracts

the contracts entered into between the Service Provider and the Sub-Contractors;

Target Cost

has the meaning given to it in paragraph 3.1(a) of the Further Services Approval Procedure (Schedule 15);

Termination Date

any date of early termination of this Agreement in accordance with clauses 45, 50, 51, 52, 53 and 54;

Third Party Contract(s)

any contracts or arrangements listed in Schedule 24 (Third Party Contracts); and

any other contracts which the parties agree in writing through the Change Protocol shall be treated as Third Party Contracts;

Third Party Contractor(s)

the third party contractors who are parties to the Third Party Contracts;

Third Party Service Provider

an employer other than the Authority of any Relevant Employee immediately prior to the applicable Relevant Transfer Date;

Third Party Software

software which is proprietary to any third party [other than an Affiliate of the Service Provider], including the software specified as such in Schedule 11 (Software);

Transfer Amount

means the aggregate of the Transfer Values as at the Relevant Transfer Date of, respectively, those Eligible Employees who elect to transfer their benefits;

Transfer Date

means the date the Transferring Employees are transferred to the employment of the Service Provider and the date that the Transferring Original Employees are transferred to the employment of a subsequent contractor;

Transfer Value

means the actuarial value of the benefits of each member of the Local Government Pension Scheme or Service Provider Scheme (on a secondary transfer of employees), as the case may be, who elects to transfer their benefits pursuant to the terms of this Agreement calculated on a Past Service Reserve basis and without any reduction having been applied to reflect any deficiencies in the assets relative to the liabilities of the Local Government Pension Scheme or Service Provider Scheme;

Transferring Employee

means an employee of the Authority whose contract of employment becomes, by virtue of the application of the Regulations in relation to what is done for the purposes of carrying out this contract between the Authority and the Service Provider, a contract of employment with someone other than the Authority;

Transferring Original Employee

means an Original Employee

(a)  whose contract of employment becomes, by virtue of the application of the Regulations in relation to what is done for the purposes of carrying out a contract between the Authority and the Service Provider, a contract of employment with someone other than his existing employer, and

(b)  whose contract of employment on each occasion when an Intervening Contract was carried out became, by virtue of the application of the Regulations in relation to what was done for the purposes of carrying out the Intervening Contract, a contract of employment with someone other than his existing employer;

Transition Period

a period of approximately [three (3)] months commencing on the Agreement Date in accordance with the Transition Plan;

Transition Plan

the transition plan which forms part of the Service Delivery Plan(s);

Transition Services

the transition services described in the Transition Plan to be performed by the Service Provider during the Transition Period;

TUPE

means the Transfer of Undertakings (Protection of Employment) Regulations 2006 (246/2006) and or any other regulations enacted for the purpose of implementing the Directive into English law;

Use

(a)  with respect to the Standard Licence Terms, the right to load, execute, store, transmit, display and copy (for the purposes of loading, execution, storage, transmission or display) that Software;

(b)  with respect to the Enhanced Licence Terms for Software, the right to load, execute, store, transmit, display, copy (for the purposes of loading, execution, storage, transmission or display), modify, adapt, enhance, reverse compile, decode, translate, or otherwise utilise that Software; and

(c)  with respect to the Enhanced Licence Terms for Project Specific IPR other than Software, the right to copy, adapt, publish (including on the ICT Environment), distribute or otherwise use any other Project Specific IPR;

VAT

any value added taxes;

1999 Act

the Local Government Act 1999.