Agreement / Contract for the Supply of Consultancy Services by a Company or Firm

1. Consultancy

1.1 The University appoints the Consultant to provide, and the Consultant agrees to provide, [the consultancy services described in the Schedule to this Agreement] [consultancy services in connection with <_______________>].

1.2 For the provision of services to the University under this Agreement the Consultant will make [<                             >] [appropriately qualified and experienced staff] available for <                    > (<     >) days each [calendar year]]

1.3 In providing services to the University, the Consultant will supply advice, data and materials in conformity with the highest professional standards.

1.4 The Consultant will obtain adequate professional indemnity cover for all work done by the Consultant under this Agreement, and will provide the University with a copy of the policy on request.

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2. Location

The Consultant will supply the consultancy services to such places as the University may reasonably specify. Whenever the Consultant’s staff work on University premises, the Consultant will ensure their compliance with the Health and Safety at Work etc. Act and with the University’s fire, health and safety policies and procedures. The Consultant shall be responsible for any loss, damage or injury occasioned to or by the Consultant’s staff as a result of their failure so to comply; and shall indemnify the University and keep it fully and effectively indemnified against any and all losses, costs (including professional fees) and liabilities which may accrue to the University as a result of any non-compliance. The University reserves the right to exclude or deny access to its premises to any person, including those employed or engaged by the Consultant.

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3. Remuneration and Expenses

3.1 For the consultancy services, the University will pay the Consultant a fee of <                   > pounds (£<   >) [per hour/day during] [for] the period [from the date] of this Agreement [to <                    > <     >, and thereafter <                    > pounds (£<        >) per [               ] or such higher amount as the University may determine from time to time].

3.2 [In accordance with University guidelines, the University will reimburse all reasonable travelling, hotel and other out‑of‑pocket expenses properly incurred by the Consultant’s staff in the performance of their duties pursuant to this Agreement.]

3.3 The University will pay the fee and expenses described above on a monthly basis. Payment will be made on or before the last day of the month following that in which the University receives a correct tax invoice which records the charges and VAT, and is accompanied by an itemised schedule showing the amounts due. Time for payment will not be of the essence of this Agreement, but if the University fails to make payment on the due date the Consultant may charge interest on the balance outstanding, accruing from day to day at the rate of four per cent (4%) per annum above the Barclays Bank plc Base Rate from time to time in force and compounded annually as at 31 December.

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4. Intellectual Property

4.1 All intellectual property arising from the performance of this Agreement (“the Arising Intellectual Property”) shall belong to the University.

4.2 At the request and cost of the University (either during the term of this Agreement or after its termination) the Consultant will execute promptly all documents and carry out all actions which may reasonably be necessary or desirable in order to vest in the University or its nominee all rights in the Arising Intellectual Property; and enable the University or its nominee to obtain and renew all patent, design, trade mark, copyright and other registrations available for the protection of the Arising Intellectual Property.

4.3 The University shall have no liability to account to the Consultant for any revenue or profit derived or resulting from the Arising Intellectual Property.

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5. Confidentiality

Except insofar as such matters are properly in, or come into, the public domain, the Consultant agrees to keep secret and confidential all information which the Consultant receives about the research and affairs of the University; and not to disclose any such Property or information to any person unless otherwise expressly provided by this Agreement, or unless ordered to do so by a court of competent jurisdiction.

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6. Relationship between the Parties

6.1 The relationship of the Consultant to the University will be that of independent contractor.

6.2 The Consultant will not hold itself out as the agent of the University, and will not have any authority to act on behalf of the University, to conclude any contracts or incur any obligation or liability on behalf of or binding upon the University, or to sign any document on the University’s behalf. The Consultant will not use the name or marks of the University in any press release or product advertising, or for any other commercial purpose, without the prior written consent of the University.

6.3 The Consultant may not sub-license, assign, transfer, mortgage or part with this Agreement or any of its rights, duties or obligations under this Agreement without prior written consent from the University.

6.4 The Consultant will procure and enforce written agreement to comply with the terms of this Agreement from such staff as the Consultant may consider necessary in order to provide the services.

6.5 The parties do not intend that by virtue of the Contracts (Rights of Third Parties) Act 1999 any of the terms of this Agreement should be enforceable by a person who is not a party to it.

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7. Right to Work Checks

The University requires its Consultant to comply with UK immigration legislation and to ensure full compliance with the UK Border Agency’s guidance for employers on the prevention of illegal working, in accordance with the Immigration, Asylum and Nationality Act 2006 in respect to all staff engaged by the Consultant and working at the University (the UK Border Agency’s guidance is available at http://www.ukba.homeoffice.gov.uk/sitecontent/documents/employersandsponsors/preventingillegalworking/currentguidanceandcodes/comprehensiveguidancefeb08.pdf?view=Binary). The University expects that proper ‘right to work checks’, including repeat checks for individuals with limited right to work in the UK, will have been carried out for staff engaged by the Consultant and working at the University, and that the Consultant complies fully with its record-keeping and reporting responsibilities for any migrant workers sponsored by the Consultant under Tier 2 or Tier 5 of the UK Border Agency’s points-based immigration system. The Consultant will, on request, provide the University with such documentation as it may require to verify that the Consultant has complied with the requirements set out above.
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8. Anti-Bribery

8.1 The Consultant shall:

(a) comply with all Applicable Laws relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 (the “Relevant Requirements”);

(b) have and shall maintain in place throughout the duration of this Agreement its own policies and procedures, including adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate;

(c) promptly report to the University any request or demand for any undue financial or other advantage of any kind received by the Consultant in connection with the performance of this Agreement; and

(d) immediately notify the University (in writing) if a foreign public official becomes an officer or employee of the Consultant or acquires a direct or indirect interest in the Consultant (and the Consultant warrants that it has no foreign public officials as officers, employees or direct or indirect owners at the Commencement Date).

8.2 The Consultant shall ensure that any person associated with the Consultant who is providing the Services and/or performing obligations under this Agreement does so only on the basis of a written contract which imposes on and secures from such person terms equivalent to those imposed on the Consultant in this clause 8. The Consultant shall be responsible for the observance and performance by such persons of such terms, and shall be directly liable to the University for any breach by such persons of any of such terms.

8.3 Breach of this clause 8 shall be deemed a material breach under clause 10.2.

8.4 For the purpose of this clause 8, the meaning of adequate procedures and foreign public official and whether a person is associated with another person shall be determined in accordance with section 7(2) of the Bribery Act 2010 (and any guidance issued under section 9 of that Act), sections 6(5) and 6(6) of that Act and section 8 of that Act respectively. For the purposes of this clause 8 a person associated with the Consultant includes but is not limited to any subcontractor of the Consultant.

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9. Information Security

The Consultant shall comply with the University’s Information Security Policy, as amended from time to time, a copy of which may be accessed here: http://www.oucs.ox.ac.uk/network/security/ISBP/ispolicy.xml.
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10. Term and Termination

10.1 Subject to clauses 10.2 and 10.3, this Agreement will take effect on the Effective Date and continue in effect until [<                    > <     >] [terminated by either party serving not less than <                    > (<     >) months’ written notice on the other].

10.2 If either party commits a material breach of this Agreement, and the breach is not remedied (where remediable) within the period allowed by notice given by the other party in writing calling on the party in breach to effect such remedy (such period being not less than thirty (30) days), the other party may by further written notice terminate this Agreement immediately.

10.3 The University shall have the right to terminate this Agreement by serving written notice on the Consultant in the event that the Consultant has a petition presented for its winding‑up, or passes a resolution for voluntary winding‑up otherwise than for the purposes of a bona fide amalgamation or reconstruction, or compounds with its creditors, or has a receiver or administrative receiver appointed of all or any part of its assets, or enters into any arrangements with creditors, or takes or suffers any similar action in consequence of debts. Such notice may terminate this Agreement either immediately or at the end of such period as the University shall elect.

10.4 In the event of the termination of this Agreement by the University under clauses 10.2 or 10.3 the University shall only be liable to the Consultant in respect of fees and expenses in accordance with the terms of this Agreement for the services provided up to the effective date of termination.

10.5 On the termination of this Agreement (however arising), the Consultant will deliver up to the University all documents, papers, data, equipment, materials of any sort, identity cards and keys which were furnished by the University to the Consultant, or which were prepared by or on behalf of the Consultant for the University in the course of providing services under this Agreement.

10.6 Clauses 10.4, 10.5 and 10.6 as well as clauses 1.4, 4, 5 and 12, will survive the termination of this Agreement (for whatever reason).

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11. Notices

The University’s representative for the purpose of receiving payments, reports and other notices shall until further notice be:

with a copy to:

The Administrator     <____________________>
University of Oxford  <____________________>

The Consultant’s representative for the purpose of receiving invoices, reports and other notices shall until further notice be:
<____________________>      

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12. Miscellaneous

12.1 Clause headings are inserted in this Agreement for convenience only, and shall not be taken into account in the interpretation of this Agreement.

12.2 This Agreement [and its Schedule which is incorporated into and made a part of this Agreement] constitute the entire agreement between the parties for the consultancy. Any variation shall be in writing and signed by authorised signatories for both parties.

12.3 This Agreement shall be governed by English law. The English Courts shall have exclusive jurisdiction to deal with any dispute which may arise out of or in connection with this Agreement.

12.4 This Agreement may be executed in any number of counterparts, each of which when executed will constitute an original of this Agreement, but all counterparts will together constitute the same agreement. No counterpart will be effective until each Party has executed at least one counterpart.

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Contact Details

For further information, please contact:
The Purchasing Department
Telephone: 01865 (6) 16022
Fax: 01865 (6) 16023
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