OPERATIVE PROVISIONS:

In consideration of the payment of one pound (£1.00) by the Authority to the Guarantor, receipt of which the Guarantor acknowledges, and of the Authority entering into the Agreement:

1  For the avoidance of doubt this Deed constitutes a guarantee.

2  The Guarantor unconditionally and irrevocably guarantees to pay forthwith on demand all sums stated in such demand to be payable by the Service Provider to the Authority under the Agreement and unpaid, together with all costs and expenses which the Authority may incur in enforcing this Deed.

3  If the Service Provider in any respect fails to observe or perform any of its duties or obligations to the Authority under or in connection with the Agreement, or if the Service Provider fails to pay any debt, damages, interest, costs or other sums due from the Service Provider to the Authority under or in connection with the Agreement, then the Guarantor shall discharge the performance of the said duties and obligations, and shall, if required to do so by notice given by the Authority, itself pay to the Authority without any deduction or set-off the amount of such debt, damages, interest, costs or other sums as the case shall require.

4  If the Authority becomes aware of any circumstances in respect of which the Authority will or may wish to bring any claim against the Guarantor under this Deed, or if the employment of the Service Provider under the Agreement is or is purportedly terminated by reason of breach or on the occurrence of an Insolvency Event (as defined in the Agreement) in respect of the Service Provider, then the Authority shall forthwith give notice of such matter to the Guarantor and shall (save in the case of an Insolvency Event in respect of the Service Provider) afford the Guarantor 28 days to remedy such matter or to perform or procure the performance of the Service Provider's duties and obligations under the Agreement which remain to be performed (or which, but for such termination, would have remained to be performed).

5  Save where such location shall have been agreed (either in respect of the Service Provider, the Guarantor, or both) pursuant to the Agreement, the Guarantor will not locate any of the Assets (as defined in the Agreement and used by the Service Provider or the Guarantor in the performance of the Services) outside of the United Kingdom.

6  The Agreement may be modified, amended or supplemented in any manner whatsoever without the consent of the Guarantor, and no such modification, amendment or supplement shall release or impair the liability of the Guarantor under this Deed, which shall extend to the duties, obligations and liabilities of the Service Provider under the Agreement as so modified, amended or supplemented.  No invalidity in the Agreement or its avoidance or termination shall affect or impair the liability of the Guarantor under this Deed.

7  The Guarantor shall not be discharged or released from this Deed, nor shall its liability under this Deed be affected or impaired, by any delay or failure to exercise any right under this Deed or by any agreement, conduct, waiver, concession, compromise or allowance of time or forbearance between or given to the Service Provider by the Authority and the terms of this Deed shall apply to the terms of such compromise as they apply to the Agreement.  

8  The Authority shall not be obliged to pursue any means of recourse against the Service Provider before enforcing the terms of this Deed, and the Authority shall be at liberty to compromise, release, waive or neglect any security as it sees fit, without impairment of its rights under this Deed.

9  This Deed shall remain in full force and effect until all money and liabilities due and owing or incurred by the Service Provider to the Authority have been fully satisfied and all obligations of the Guarantor to the Authority have been discharged.

10  This Deed is in addition to and not in substitution for any other guarantee or security or other obligation given or owing to the Authority in respect of sums due or liabilities arising under the Agreement.

11  The liquidation or receivership or insolvency of the Service Provider shall not affect or reduce the liability of the Guarantor under this Deed.

12  So long as any liability incurred by the Service Provider to the Authority under or in connection with the Agreement remains unsatisfied, the Guarantor shall not:

12.1.1  seek to enforce against the Service Provider payment by receipt of money, set-off, enforcement of security, proof of debt, subrogation or otherwise of the amounts paid by the Guarantor under this Deed;

12.1.2  in the event of the insolvency, winding up, liquidation or dissolution of the Service Provider prove in competition with the Authority in respect of any money owing to the Guarantor by the Service Provider, but will give the Authority the benefit of any such proof and of all money to be received in respect thereof.

13  If, notwithstanding the above provisions of clause 12, at a time when any liability incurred by the Service Provider to the Authority under or in connection with the Agreement remains unsatisfied, the Guarantor receives any moneys or property in respect of amounts paid by the Guarantor under this Deed or owing to the Guarantor by the Service Provider, the Guarantor shall hold such moneys or property on trust for the Authority and shall pay or transfer the same to the Authority immediately on request to the extent required to satisfy the unsatisfied liability.

14  Any money judgment of the court or award or decision arising out of the Dispute Resolution Procedure against the Service Provider in favour of the Authority under the Agreement shall be conclusive evidence for the purposes of this Deed as to any liability of the Service Provider to which such judgment or award or decision relates (unless or until the same is set aside by any competent tribunal) but on condition that if the Authority commences any proceedings in court or an expert determination under the Dispute Resolution Procedure against the Service Provider under or in connection with the Agreement, it shall so notify the Guarantor within 28 days after their commencement.  The Authority and the Service Provider each agrees that if the Guarantor requests within 28 days of such notification that it be joined as a party to or be heard in such proceedings, it will promptly take all reasonable steps within its power to have the Guarantor joined or given rights of audience in such proceedings.

15  The Authority may without the consent of the Guarantor assign or charge the benefit of this Deed to any person to whom the Authority lawfully assigns or charges the benefit of the Agreement.

16  Any demands notice or requests to be made or given by any party under this Deed will be sufficiently served if sent by hand, by facsimile transmission or by post to the registered office or if there is none the last known address of the party to be served.  Any notice sent by hand will be deemed to be served on the date of delivery and any notice sent by facsimile transmission will be deemed to be served in full at the time recorded on the facsimile report sheet provided that if any notice sent by hand or facsimile is sent after 4.45 pm on any day it will be deemed to be served on the next working day.  Any notice sent by post will be deemed to have been duly served at the expiration of 48 hours after the time of posting if the end of that period falls before 4.45pm on a working day and otherwise on the next working day.

17  This Deed shall remain in force despite any change in the constitution of the Guarantor, the Service Provider or the Authority.

18  The Guarantor warrants and represents to the Authority that it has full power to enter into and perform its obligations under this Deed.

19  This Deed shall be binding on the Guarantor's successors in title.

20  This Deed will be construed in accordance with English law and be in all respects subject to the exclusive jurisdiction of the English courts.

21  No term of this Deed is enforceable under the Contracts (Rights of Third Parties) Act 1999 by a person who is not a party to this Deed.

22  The liability of the Guarantor under this Deed shall be co-extensive with the liability of the Service Provider under the Agreement and (for the avoidance of doubt) the aggregate liability of the Guarantor under this Deed shall in no event be greater than the Service Provider's aggregate liability under the Agreement.