Agreement for the Supply of Consultancy Services by an Individual

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 #C].

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

1.3 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.

1.4 The Consultant will not be restricted to providing services for the University, and nothing in this Agreement will prevent him or her from providing services to anyone else; but the Consultant does agree to make #C (<#C>) days [per [calendar year]] available for the provision of services to the University under this Agreement.

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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 and safety rules and procedures.

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3. Remuneration and Expenses

3.1 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 the Consultant’s reasonable travelling, hotel and other out‑of‑pocket expenses properly incurred by him or her in the performance of his or her duties under this Agreement.]

3.3 The University will pay the fee and expenses described above at the end of each month against production of an itemised schedule showing the amount due, together with copies of individual receipts in respect of all expenses claimed, and (where relevant) a tax invoice pursuant to clause 3.4.

3.4 Where the University is required to make a payment to the Consultant under this Agreement which attracts Value Added Tax (or any tax replacing it), the University shall be responsible for paying such Value Added Tax (or the tax replacing it), and the Consultant shall supply the University with an appropriate tax invoice.

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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 The Consultant waives any rights in respect of the Arising Intellectual Property which are or may be conferred by Chapter IV of Part I of the Copyright, Designs and Patents Act 1988.

4.3 The Consultant irrevocably and unconditionally assigns to the University (by way of present assignment of future rights) all right, title and interest (including all copyright and other intellectual property and proprietary rights) in all such Arising Intellectual Property as is susceptible of prospective assignment, for the full term of such rights (including all extensions and renewals).

4.4 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 such other documents and carry out all such actions as 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, trademark, copyright and other registrations available for the protection of the Arising Intellectual Property.

4.5 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 the Arising Intellectual Property and any 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 he or she is 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; and at no time will the Consultant hold himself or herself out as being an employee of the University.

6.2 The Consultant will not hold himself or herself 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 any trademark or logo of the University in any press release or product advertising, or for any other purpose, without the prior written consent of the University.

6.3 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.

6.4 Subject to clause 3.4, the Consultant will be wholly responsible for all taxes and National Insurance and other contributions which may be payable out of, or as a result of the receipt of, any fees or other monies paid or payable by the University under this Agreement.

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7. Assignment of Interest

The Consultant may not sub-license, assign, transfer, mortgage or part with this Agreement or any of his or her rights, duties or obligations under this Agreement without prior written consent from the University; but the Consultant is free to employ such secretarial and other assistance as the Consultant may consider necessary in order to provide the consultancy services required of the Consultant under this Agreement: the Consultant will procure and enforce the written agreement of such employees to comply with the terms of this Agreement. The University has 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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8. Term and Termination

8.1 Subject to clause 8.2, this Agreement will take effect on the Effective Date and continue in effect until <____>.

8.2 Notwithstanding clause 8.1, the University may terminate this Agreement with immediate effect and without any compensation or damages due to the Consultant, but without prejudice to any other rights or remedies the University may have, if the Consultant should:

  • 8.2.1 commit a serious breach of the terms of this Agreement which he or she fails to remedy within [thirty] [(30)] days of receipt of written notice from the University specifying the breach and requesting remedy;
  • 8.2.2 persistently neglect, fail or refuse for whatever reason to perform to the reasonable satisfaction of the University the services which are to be provided under this Agreement;
  • 8.2.3 act in any way materially contrary to the interests of the University whilst providing or purporting to provide the services under this Agreement;
  • 8.2.4 become unfit to or incapable of continuing to perform the services under this Agreement adequately, by reason of physical or mental illness of incapacity;
  • 8.2.5 have a receiving order made against him or her, or make any arrangement with his or her creditors.

8.3 In the event of the termination of this Agreement under clause 8.2 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 consultancy services provided up to the effective date of termination.

8.4 On the termination of this Agreement (however arising), the Consultant will deliver up to the University all documents, formulae, papers, drawings, software, data, specifications, reports, notes, programs, portfolios, 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.

8.5 This clause 8.5, as well as clauses 1.3, 4, 5, 6, 9 and 11, will survive the termination of this Agreement (for whatever reason).

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9. Anti-Bribery

9.1 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).

9.2 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 9. 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.

9.3 Breach of this clause 9 shall be deemed a material breach under clause 8.2.1.

9.4 For the purpose of this clause 9, 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 9 a person associated with the Consultant includes but is not limited to any subcontractor of the Consultant.

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10. 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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11. Miscellaneous

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

11.2 This Agreement cancels and is in substitution for all previous letters and oral and written agreements relating to the subject-matter of this Agreement between the University or any of its officers and the Consultant, all of which shall be deemed to have been terminated by mutual consent.

11.3 If any provision of this Agreement shall be held void or unenforceable in whole or part by any court or other competent authority, the remaining provisions, and the remainder of the provisions affected, shall remain in full force and effect.

11.4 All notices or other communications to be served on either party under this Agreement shall be sent by pre-paid first-class post to the addresses shown above and shall be deemed served forty-eight (48) hours after posting unless the contrary is proved.

11.5 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.

11.6 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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