Common use of Contract Performance Clause in Contracts

Contract Performance. IMPLEMENTATION The Supplier shall provide to the Customer the Goods and/or Services as identified in Annex 1 and/or 2 of Contract Schedule 2 to this Contract and in the Contract Order Form. When providing the Goods and/ or Services, as required by Clause 6.1, the Supplier shall comply with the SLA standards detailed in contract schedule Annex 3 of Contract Schedule 2. GOODS AND/ OR SERVICES The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Goods and/or Services and the performance of its obligations under this Contract. The Supplier shall ensure that the Goods and/or Services: comply in all respects with the description of the Goods and/or Services in Contract Schedule 2 (Goods and/or Services) or elsewhere in this Contract; and are supplied in accordance with the provisions of this Contract. The Supplier shall perform its obligations under this Contract in accordance with: All applicable Law; Good Industry Practice; the Quality Standards; the Suppliers own established procedures and practices to the extent the same do not conflict with the requirements of Clause The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Goods and/or Services in accordance with this Contract; obtain, and maintain throughout the duration of this Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Goods and/or Services; ensure that any Goods and/or Services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Goods and/or Services shall meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Goods and/or Services are fully compatible with any Customer Property or Customer Assets or otherwise used by the Supplier in connection with this Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Goods and/or Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with any other suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Goods and/or Services to any other supplier and, on the Contract Expiry Date for any reason, to enable the timely transition of the supply of the Goods and/or Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of Goods and/or Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Contract Period in respect of the supply of the Goods and/or Services; deliver the Goods and/or Services in a proportionate and efficient manner; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Suppliers compliance with its obligations under this Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. SERVICES This Clause shall apply if any Services have been included in Annex 1 of Contract Schedule 2 (Goods and/or Services).

Contract Performance. IMPLEMENTATION The Supplier shall provide to the Customer the Goods and/or Services as identified in Annex 1 and/or 2 of Contract Schedule 2 to this Contract and in the Contract Order Form. When providing the Goods and/ or Services, as required by Clause 6.1, the Supplier shall comply with the SLA standards detailed in contract schedule Annex 3 of Contract Schedule 2. GOODS AND/ OR SERVICES The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Goods and/or Services and the performance of its obligations under this Contract. The Supplier shall ensure that the Goods and/or Services: comply in all respects with the description of the Goods and/or Services in Contract Schedule 2 (Goods and/or Services) or elsewhere in this Contract; and are supplied in accordance with the provisions of this Contract. The Supplier shall perform its obligations under this Contract in accordance with: All applicable Law; Good Industry Practice; the Quality Standards; the Suppliers own established procedures and practices to the extent the same do not conflict with the requirements of Clause Clauses 7.3 a) to c), The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise to supply the Goods and/or Services in accordance with this Contract; obtain, and maintain throughout the duration of this Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Goods and/or Services; ensure that any Goods and/or Services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Goods and/or Services shall meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Goods and/or Services are fully compatible with any Customer Property or Customer Assets or otherwise used by the Supplier in connection with this Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Goods and/or Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with any other suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Goods and/or Services to any other supplier and, on the Contract Expiry Date for any reason, to enable the timely transition of the supply of the Goods and/or Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of Goods and/or Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Contract Period in respect of the supply of the Goods and/or Services; deliver the Goods and/or Services in a proportionate and efficient manner; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Suppliers compliance with its obligations under this Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. SERVICES This Clause shall apply if any Services have been included in Annex 1 of Contract Schedule 2 (Goods and/or Services).

Contract Performance. IMPLEMENTATION 3.1 The Supplier Provider shall provide to the Customer the Goods and/or Services as identified in Annex 1 and/or 2 of Contract Schedule 2 to this Contract and in the Contract Order Form. When providing the Goods and/ or Services, as required by Clause 6.1, the Supplier shall comply with the SLA standards detailed in contract schedule Annex 3 of Contract Schedule 2. GOODS AND/ OR SERVICES The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Goods and/or Services and the performance of perform its obligations under this the Contract. : (a) with appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (b) in a timely manner; and (c) in compliance with all applicable Laws, including but not limited to, any obligations implied by Section 12 and 14 of the Sale of Goods Act 1979 and Section 2 of the Supply of Goods and Services Act 1982. 3.2 The Supplier Provider shall ensure that that: (a) the Goods and/or Services: comply conform in all respects with the description of Specification and, where applicable, with any sample approved by the Council; (b) the Goods and/or Services in Contract Schedule 2 (Goods and/or Services) or elsewhere in this Contract; and are supplied operate in accordance with the provisions relevant technical specifications and correspond with any other requirements set out in the Specification; (c) the Goods conform in all respects with all applicable Laws; and (d) the Goods are free from defects in design, materials and workmanship and fit and sufficient for all the purposes for which such Goods are ordinarily used and for any particular purpose made known to the Provider by the Council. (e) Any complaints received from the Council are investigated and responded to within 48 hours. 3.3 For the avoidance of doubt in relation to services provided by the Provider in relation to the Goods: a) in consideration of the payment of the Price, the Provider shall supply the services during the Contract Period in relation to this Contract in a proper, skilful and workmanlike manner; and in accordance with the Council’s requirements b) The Council may inspect and examine the manner in which the Provider provides the services on reasonable notice. c) Timely supply of the services shall be of the essence of this Contract, including in relation to commencing the supply of the services within the time agreed or on a specified date. d) For the avoidance of doubt, the Provider shall at all times comply with the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards authorisation body. The Supplier To the extent that the standard of services has not been specified in this Contract, the Provider shall agree the relevant standard of the services with the Council prior to the supply of the services and, in any event, the Provider shall perform its obligations under this Contract in accordance with: All applicable Law; with the Law and Good Industry Practice; the Quality Standards; the Suppliers own established procedures and practices to the extent the same do not conflict with the requirements . e) The Provider shall ensure that a sufficient number of Clause The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise Employees are in place to supply the Goods and/or Services services and that all Employees supplying the services shall do so with all due skill, care and diligence and shall possess such qualifications, skills and experience as are necessary for the proper supply of the Services. f) The Council shall have the right to require the Provider to attend such ad hoc performance review meetings as the Council (acting reasonably) shall request. g) If the Provider at any time becomes aware of any material matter that could affect the performance of the services in accordance with this Contract; obtain, and maintain throughout the duration of this Contract, Provider shall inform the Council immediately. 3.4 The Provider shall at all times assist the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for Council in complying with its Social Value obligations through the provision of the Goods and/or Services; ensure that any Goods and/or Services recommended or otherwise specified under this Contract [and in particular shall carry out the Social Value activities identified by the Supplier for use by Provider in the Customer in conjunction with the Goods and/or Services shall meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Goods and/or Services are fully compatible with any Customer Property or Customer Assets or otherwise used by the Supplier in connection with this Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Goods and/or Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with any other suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Goods and/or Services to any other supplier and, on the Contract Expiry Date for any reason, to enable the timely transition of the supply of the Goods and/or Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of Goods and/or Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Contract Period in respect of the supply of the Goods and/or Services; deliver the Goods and/or Services in a proportionate and efficient manner; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Suppliers compliance with its obligations under this Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. SERVICES This Clause shall apply if any Services have been included in Annex 1 of Contract Schedule 2 (Goods and/or Services).Tender]

Contract Performance. IMPLEMENTATION ‌ 6. IMPLEMENTATION‌ 6.1 The Supplier shall provide to the Customer the Goods and/or Services as identified in Annex 1 and/or 2 of Contract Schedule 2 to this Contract and in the Contract Order Form. . 6.2 When providing the Goods and/ or Services, as required by Clause 6.1, the Supplier shall comply with the SLA standards detailed in contract schedule Annex 3 of Contract Schedule 2. 7. GOODS AND/ OR SERVICES Provision of the Goods and/or Services‌ 7.1 The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Goods and/or Services and the performance of its obligations under this Contract. . 7.2 The Supplier shall ensure that the Goods and/or Services: : a) comply in all respects with the description of the Goods and/or Services in Contract Schedule 2 (Goods and/or Services) or elsewhere in this Contract; and and b) are supplied in accordance with the provisions of this Contract. . 7.3 The Supplier shall perform its obligations under this Contract in accordance with: : a) All applicable Law; ; b) Good Industry Practice; ; c) the Quality Standards; ; d) the Suppliers own established procedures and practices to the extent the same do not conflict with the requirements of Clause Clause 7.4 The Supplier shall: : a) at all times allocate sufficient resources with the appropriate technical expertise to supply the Goods and/or Services in accordance with this Contract; ; b) obtain, and maintain throughout the duration of this Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Goods and/or Services; ; c) ensure that any Goods and/or Services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Goods and/or Services shall meet the requirements of the Customer; ; d) ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ; e) ensure that the Goods and/or Services are fully compatible with any Customer Property or Customer Assets or otherwise used by the Supplier in connection with this Contract; ; f) minimise any disruption to the Sites and/or the Customer's operations when providing the Goods and/or Services; ; g) ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; h) co-operate with any other suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Goods and/or Services to any other supplier and, on the Contract Expiry Date for any reason, to enable the timely transition of the supply of the Goods and/or Services (or any of them) to the Customer and/or to any Replacement Supplier; ; i) assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of Goods and/or Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; ; j) provide the Customer with such assistance as the Customer may reasonably require during the Contract Period in respect of the supply of the Goods and/or Services; ; k) deliver the Goods and/or Services in a proportionate and efficient manner; and and l) gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Suppliers compliance with its obligations under this Contract. . 7.5 An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Sub- Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. SERVICES This Clause shall apply if any Services have been included in Annex 1 of Contract Schedule 2 (Goods and/or Services).

Contract Performance. IMPLEMENTATION 3.1 The Supplier Provider shall provide to the Customer the Goods and/or Services as identified in Annex 1 and/or 2 of Contract Schedule 2 to this Contract and in the Contract Order Form. When providing the Goods and/ or Services, as required by Clause 6.1, the Supplier shall comply with the SLA standards detailed in contract schedule Annex 3 of Contract Schedule 2. GOODS AND/ OR SERVICES The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Goods and/or Services and the performance of perform its obligations under this the Contract. : (a) with appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (b) in a timely manner; and (c) in compliance with all applicable Laws, including but not limited to, any obligations implied by Section 12 and 14 of the Sale of Goods Act 1979 and Section 2 of the Supply of Goods and Services Act 1982. 3.2 The Supplier Provider shall ensure that that: (a) the Goods and/or Services: comply conform in all respects with the description of Specification and, where applicable, with any sample approved by the Council; (b) the Goods and/or Services in Contract Schedule 2 (Goods and/or Services) or elsewhere in this Contract; and are supplied operate in accordance with the provisions relevant technical specifications and correspond with any other requirements set out in the Specification; (c) the Goods conform in all respects with all applicable Laws; and (d) the Goods are free from defects in design, materials and workmanship and fit and sufficient for all the purposes for which such Goods are ordinarily used and for any particular purpose made known to the Provider by the Council. (e) Any complaints received from the Council are investigated and responded to within 48 hours. 3.3 For the avoidance of doubt in relation to services provided by the Provider in relation to the Goods: a) in consideration of the payment of the Price, the Provider shall supply the services during the Contract Period in relation to this Contract in a proper, skilful and workmanlike manner; and in accordance with the Council’s requirements b) The Council may inspect and examine the manner in which the Provider provides the services on reasonable notice. c) Timely supply of the services shall be of the essence of this Contract, including in relation to commencing the supply of the services within the time agreed or on a specified date. d) For the avoidance of doubt, the Provider shall at all times comply with the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards authorisation body. The Supplier To the extent that the standard of services has not been specified in this Contract, the Provider shall agree the relevant standard of the services with the Council prior to the supply of the services and, in any event, the Provider shall perform its obligations under this Contract in accordance with: All applicable Law; with the Law and Good Industry Practice; the Quality Standards; the Suppliers own established procedures and practices to the extent the same do not conflict with the requirements . e) The Provider shall ensure that a sufficient number of Clause The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise Employees are in place to supply the Goods and/or Services services and that all Employees supplying the services shall do so with all due skill, care and diligence and shall possess such qualifications, skills and experience as are necessary for the proper supply of the Services. f) The Council shall have the right to require the Provider to attend such ad hoc performance review meetings as the Council (acting reasonably) shall request. g) If the Provider at any time becomes aware of any material matter that could affect the performance of the services in accordance with this Contract; obtain, and maintain throughout the duration of this Contract, all the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Goods and/or Services; ensure that any Goods and/or Services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Goods and/or Services shall meet the requirements of the Customer; ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Goods and/or Services are fully compatible with any Customer Property or Customer Assets or otherwise used by the Supplier in connection with this Contract; minimise any disruption to the Sites and/or the Customer's operations when providing the Goods and/or Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with any other suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Goods and/or Services to any other supplier and, on the Contract Expiry Date for any reason, to enable the timely transition of the supply of the Goods and/or Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of Goods and/or Services. Where any such warranties are held on trust, the Supplier Provider shall enforce such warranties in accordance with any reasonable directions that inform the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Contract Period in respect of the supply of the Goods and/or Services; deliver the Goods and/or Services in a proportionate and efficient manner; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Suppliers compliance with its obligations under this Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. SERVICES This Clause shall apply if any Services have been included in Annex 1 of Contract Schedule 2 (Goods and/or Services)Council immediately.

Contract Performance. IMPLEMENTATION ‌ 6. IMPLEMENTATION‌ 6.1 The Supplier shall provide to the Customer the Goods and/or Services as identified in Annex An- nex 1 and/or 2 of Contract Schedule 2 to this Contract and in the Contract Order Form. . 6.2 When providing the Goods and/ or Services, as required by Clause 6.1, the Supplier shall comply with the SLA standards detailed in contract schedule Annex 3 of Contract Schedule 2. 7. GOODS AND/ OR SERVICES SERVICES‌ Provision of the Goods and/or Services 7.1 The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Goods and/or Services and the performance of its obligations under this Contract. . 7.2 The Supplier shall ensure that the Goods and/or Services: : a) comply in all respects with the description of the Goods and/or Services in Contract Schedule 2 (Goods and/or Services) or elsewhere in this Contract; and and b) are supplied in accordance with the provisions of this Contract. . 7.3 The Supplier shall perform its obligations under this Contract in accordance with: : a) All applicable Law; ; b) Good Industry Practice; ; c) the Quality Standards; ; d) the Suppliers own established procedures and practices to the extent the same do not conflict with the requirements of Clause Clauses 7.3 a) to c), 7.4 The Supplier shall: : a) at all times allocate sufficient resources with the appropriate technical expertise to supply the Goods and/or Services in accordance with this Contract; ; b) obtain, and maintain throughout the duration of this Contract, all the consents, approvalsap- provals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for the provision of the Goods and/or Services; Ser- vices; c) ensure that any Goods and/or Services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Goods and/or Services shall meet the requirements of the Customer; ; d) ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ; e) ensure that the Goods and/or Services are fully compatible with any Customer Property or Customer Assets or otherwise used by the Supplier in connection with this Contract; ; f) minimise any disruption to the Sites and/or the Customer's operations when providing the Goods and/or Services; ; g) ensure that any Documentation and training provided by the Supplier to the Customer Cus- tomer are comprehensive, accurate and prepared in accordance with Good Industry Indus- try Practice; ; h) co-operate with any other suppliers and provide reasonable information (including any Documentation), advice and assistance in connection with the Goods and/or Services to any other supplier and, on the Contract Expiry Date for any reason, to enable the timely transition of the supply of the Goods and/or Services (or any of them) to the Customer and/or to any Replacement Supplier; ; i) assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of Goods and/or Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; ; j) provide the Customer with such assistance as the Customer may reasonably require re- quire during the Contract Period in respect of the supply of the Goods and/or Services; Ser- vices; k) deliver the Goods and/or Services in a proportionate and efficient manner; and and l) gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Suppliers compliance with its obligations under this Contract. . 7.5 An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. SERVICES This Clause shall apply if any Services have been included in Annex 1 of Contract Schedule 2 (Goods and/or Services).

Contract Performance. IMPLEMENTATION 3.1 The Supplier Provider shall provide to the Customer the Goods and/or Services as identified in Annex 1 and/or 2 of Contract Schedule 2 to this Contract and in the Contract Order Form. When providing the Goods and/ or Services, as required by Clause 6.1, the Supplier shall comply with the SLA standards detailed in contract schedule Annex 3 of Contract Schedule 2. GOODS AND/ OR SERVICES The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Goods and/or Services and the performance of perform its obligations under this the Contract. : (a) with appropriately experienced, qualified and trained Staff with all due skill, care and diligence; (b) in a timely manner; and (c) in compliance with all applicable Laws, including but not limited to, any obligations implied by Section 12 and 14 of the Sale of Goods Act 1979 and Section 2 of the Supply of Goods and Services Act 1982. 3.2 The Supplier Provider shall ensure that that: (a) the Goods and/or Services: comply conform in all respects with the description of Specification and, where applicable, with any sample approved by the Council; (b) the Goods and/or Services in Contract Schedule 2 (Goods and/or Services) or elsewhere in this Contract; and are supplied operate in accordance with the provisions relevant technical specifications and correspond with any other requirements set out in the Specification; (c) the Goods conform in all respects with all applicable Laws; and (d) the Goods are free from defects in design, materials and workmanship and fit and sufficient for all the purposes for which such Goods are ordinarily used and for any particular purpose made known to the Provider by the Council. (e) Any complaints received from the Council are investigated and responded to within 48 hours. 3.3 For the avoidance of doubt in relation to services provided by the Provider in relation to the Goods: a) in consideration of the payment of the Price, the Provider shall supply the services during the Contract Period in relation to this Contract in a proper, skilful and workmanlike manner; and in accordance with the Council’s requirements b) The Council may inspect and examine the manner in which the Provider provides the services on reasonable notice. c) Timely supply of the services shall be of the essence of this Contract, including in relation to commencing the supply of the services within the time agreed or on a specified date. d) For the avoidance of doubt, the Provider shall at all times comply with the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards authorisation body. The Supplier To the extent that the standard of services has not been specified in this Contract, the Provider shall agree the relevant standard of the services with the Council prior to the supply of the services and, in any event, the Provider shall perform its obligations under this Contract in accordance with: All applicable Law; with the Law and Good Industry Practice; the Quality Standards; the Suppliers own established procedures and practices to the extent the same do not conflict with the requirements . e) The Provider shall ensure that a sufficient number of Clause The Supplier shall: at all times allocate sufficient resources with the appropriate technical expertise Employees are in place to supply the Goods and/or Services services and that all Employees supplying the services shall do so with all due skill, care and diligence and shall possess such qualifications, skills and experience as are necessary for the proper supply of the Services. f) The Council shall have the right to require the Provider to attend such ad hoc performance review meetings as the Council (acting reasonably) shall request. g) If the Provider at any time becomes aware of any material matter that could affect the performance of the services in accordance with this Contract; obtain, and maintain throughout the duration of this Contract, Provider shall inform the Council immediately. 3.4 The Provider shall at all times assist the consents, approvals, licences and permissions (statutory, regulatory contractual or otherwise) it may require and which are necessary for Council in complying with its Social Value obligations through the provision of the Goods and/or Services; ensure that any Goods and/or Services recommended or otherwise specified under this Contract [and in particular shall carry out the Social Value activities identified by the Provider in the Tender] 3.5 Modern Slavery, Child Labour and Inhumane Treatment‌ The "Modern Slavery Helpline" refers to the point of contact for reporting suspicion, seeking help or advice and information on the subject of modern slavery available online at: ▇▇▇▇▇://▇▇▇.▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇▇.▇▇▇/report or by telephone on ▇▇▇▇▇ ▇▇▇ ▇▇▇. The Supplier: a) shall not use, or allow its Subcontractors to use, forced, bonded or involuntary prison labour; b) shall not require any Supplier for use by the Customer in conjunction staff or Subcontractor staff to lodge deposits or identify papers with the Goods and/or Services shall meet the requirements of the Customer; ensure that the Employer or deny Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ensure that the Goods and/or Services are fully compatible with any Customer Property or Customer Assets or otherwise used by the Supplier in connection with this Contract; minimise any disruption staff freedom to the Sites and/or the Customer's operations when providing the Goods and/or Services; ensure that any Documentation and training provided by the Supplier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; co-operate with any other suppliers and provide leave their employer after reasonable information (including any Documentation), advice and assistance in connection with the Goods and/or Services to any other supplier and, on the Contract Expiry Date for any reason, to enable the timely transition of the supply of the Goods and/or Services (or any of them) to the Customer and/or to any Replacement Supplier; assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of Goods and/or Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; provide the Customer with such assistance as the Customer may reasonably require during the Contract Period in respect of the supply of the Goods and/or Services; deliver the Goods and/or Services in a proportionate and efficient manner; and gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining the Suppliers compliance with its obligations under this Contract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors and Supplier Personnel also do, or refrain from doing, such act or thing. SERVICES This Clause shall apply if any Services have been included in Annex 1 of Contract Schedule 2 (Goods and/or Services).notice;

Contract Performance. IMPLEMENTATION The Supplier shall provide to the Customer the Goods and/or Services as identified in Annex 1 and/or 2 of Contract Schedule 2 to this Contract and in the Contract Order Form. When providing the Goods and/ or Services, as required by Clause 6.1The Sup- plier shall provide to the Customer the Goods and/or Services as identified in Annex 1 and/or 2 of Contract Schedule 2 to this Contract and in the Con- tract Order Form, the Supplier shall comply with the SLA standards detailed in contract schedule Annex 3 of Contract Schedule 2. GOODS AND/ OR SERVICES Provision of the Goods and/or Services The Supplier acknowledges and agrees that the Customer relies on the skill and judgment of the Supplier in the provision of the Goods and/or Services and the performance of its obligations under this Contract. The Supplier shall ensure that the Goods and/or Services: ) comply in all respects with the description of the Goods and/or Services Ser- vices in Contract Schedule 2 (Goods and/or Services) or elsewhere in this Contract; and ) are supplied in accordance with the provisions of this Contract. The Supplier shall perform its obligations under this Contract in accordance with: ) All applicable Law; ) Good Industry Practice; ) the Quality Standards; ) the Suppliers own established procedures and practices to the extent ex- tent the same do not conflict with the requirements of Clause Clauses 7.3 to c), The Supplier shall: ) at all times allocate sufficient resources with the appropriate technical tech- nical expertise to supply the Goods and/or Services in accordance with this Contract; ) obtain, and maintain throughout the duration of this Contract, all the consents, approvals, licences and permissions (statutory, regulatory regula- tory contractual or otherwise) it may require and which are necessary neces- sary for the provision of the Goods and/or Services; ) ensure that any Goods and/or Services recommended or otherwise specified by the Supplier for use by the Customer in conjunction with the Goods and/or Services shall meet the requirements of the Customer; ) ensure that the Supplier Assets will be free of all encumbrances (except as agreed in writing with the Customer); ) ensure that the Goods and/or Services are fully compatible with any Customer Property or Customer Assets or otherwise used by the Supplier in connection with this Contract; ) minimise any disruption to the Sites and/or the Customer's operations opera- tions when providing the Goods and/or Services; ) ensure that any Documentation and training provided by the Supplier Sup- plier to the Customer are comprehensive, accurate and prepared in accordance with Good Industry Practice; ) co-operate with any other suppliers and provide reasonable information infor- mation (including any Documentation), advice and assistance in connection with the Goods and/or Services to any other supplier and, on the Contract Expiry Date for any reason, to enable the timely transition of the supply of the Goods and/or Services (or any of them) to the Customer and/or to any Replacement Supplier; ) assign to the Customer, or if it is unable to do so, shall (to the extent it is legally able to do so) hold on trust for the sole benefit of the Customer, all warranties and indemnities provided by third parties or any Sub-Contractor in respect of Goods and/or Services. Where any such warranties are held on trust, the Supplier shall enforce such warranties in accordance with any reasonable directions that the Customer may notify from time to time to the Supplier; ) provide the Customer with such assistance as the Customer may reasonably require during the Contract Period in respect of the supply sup- ply of the Goods and/or Services; ) deliver the Goods and/or Services in a proportionate and efficient manner; and ) gather, collate and provide such information and co-operation as the Customer may reasonably request for the purposes of ascertaining ascer- taining the Suppliers compliance with its obligations under this ContractCon- tract. An obligation on the Supplier to do, or to refrain from doing, any act or thing shall include an obligation upon the Supplier to procure that all Sub-Contractors Contrac- tors and Supplier Personnel also do, or refrain from doing, such act or thing. SERVICES General application This Clause shall apply if any Services have been included in Annex 1 of Contract Schedule 2 (Goods and/or Services). Time of Delivery of the Services The Supplier shall provide the Services on the date(s) specified in the Con- tract Order Form (or elsewhere in this Contract). Location and Manner of Delivery of the Services Except where otherwise provided in this Contract, the Supplier shall provide the Services to the Customer through the Supplier Personnel at the Sites. The Customer may inspect and examine the manner in which the Supplier provides the Services at the Sites and, if the Sites are not the Customer Premises, the Customer may carry out such inspection and examination dur- ing normal business hours and on reasonable notice. Undelivered Services In the event that any of the Services are not delivered in accordance with Clauses GOODS AND/ OR SERVICES (Provision of the Goods and/or Ser- vices), The Supplier shall provide the Services on the date(s) specified in the Contract Order Form (or elsewhere in this Contract)(Time of Delivery of the Services) and Except where otherwise provided in this Contract, the Supplier shall provide the Services to the Customer through the Supplier Personnel at the Sites. and The Customer may inspect and examine the manner in which the Supplier provides the Services at the Sites and, if the Sites are not the Customer Premises, the Customer may carry out such in- spection and examination during normal business hours and on reasonable notice. (Location and Manner of Delivery of the Services) ("Undelivered Services"), the Customer, without prejudice to any other rights and reme- dies of the Customer howsoever arising, shall be entitled to withhold pay- ment of any applicable Contract Charges which sit outside the applicable ESFA funding band for the Services that were not so delivered until such time as the undelivered services are delivered. The Customer may, at its discretion and without prejudice to any other rights and remedies of the Customer howsoever arising, deem the failure to com- ply with Clauses GOODS AND/ OR SERVICES (Provision of the Goods and/or Services), The Supplier shall provide the Services on the date(s) specified in the Contract Order Form (or elsewhere in this Contract) (Time of Delivery of the Services) and Except where otherwise provided in this Contract, the Supplier shall provide the Services to the Customer through the Supplier Personnel at the Sites. and The Customer may inspect and ex- amine the manner in which the Supplier provides the Services at the Sites and, if the Sites are not the Customer Premises, the Customer may carry out such inspection and examination during normal business hours and on reasonable notice. (Location and Manner of Delivery of the Services) to be a material Default. Obligation to Remedy of Default in the Supply of the Services Subject to Clauses The Customer shall be freely entitled to assign, novate or otherwise transfer its rights and obligations under the licence granted to it pursuant to Clause The Supplier hereby grants to the Customer, or shall procure the direct grant to the Customer of, a perpetual, royalty-free, irrevo- cable, nonexclusive licence to use the Project Specific IPR including but not limited to the right to copy, adapt, publish and distribute such Project Specific IPR. (Licence granted by the Supplier: Project Specific IPR). and If the Sup- plier elects to procure a licence in accordance with Clause procure for the Customer the right to continue using the relevant item which is subject to the IPR Claim; or or to modify or replace an item pursuant to Clause replace or modify the relevant item with non-infringing substitutes provided that:, but this has not avoided or resolved the IPR Claim, then: (IPR Indemnity) and without prejudice to any other rights and remedies of the Customer howso- ever arising (including under Clauses The Customer may, at its discretion and without prejudice to any other rights and remedies of the Customer how- soever arising, deem the failure to comply with Clauses GOODS AND/ OR SERVICES (Provision of the Goods and/or Services), The Supplier shall pro- vide the Services on the date(s) specified in the Contract Order Form (or elsewhere in this Contract) (Time of Delivery of the Services) and Except where otherwise provided in this Contract, the Supplier shall provide the Ser- vices to the Customer through the Supplier Personnel at the Sites. and The Customer may inspect and examine the manner in which the Supplier pro- vides the Services at the Sites and, if the Sites are not the Customer Prem- ises, the Customer may carry out such inspection and examination during normal business hours and on reasonable notice. (Location and Manner of Delivery of the Services) to be a material Default. (Undelivered Services) and CUSTOMER REMEDIES FOR DEFAULT(Customer Remedies for De- fault)), the Supplier shall, where practicable: ) remedy any breach of its obligations in Clauses SERVICES and QUALITY STANDARDS within three (3) Working Days of becoming aware of the relevant Default or being notified of the Default by the Customer or within such other time period as may be agreed with the Customer (taking into account the nature of the breach that has occurred); ) meet all the costs of, and incidental to, the performance of such remedial work Continuing Obligation to Provide the Services The Supplier shall continue to perform all of its obligations under this Con- tract and shall not suspend the provision of the Services, notwithstanding: ) any withholding or deduction by the Customer and/or ESFA of any sum due to the Supplier pursuant to the exercise of a right of the Customer to such withholding or deduction under this Contract; ) the existence of an unresolved Dispute; and/or ) any failure by the Customer to pay any Contract Charges, unless the Supplier is entitled to terminate this Contract under Clauses The Supplier may, by issuing a Termination Notice to the Customer, ter- minate this Contract if the Customer fails to pay an undisputed sum and/or directs ESFA not to pay an undisputed sum due to the Sup- plier under this Contract which in aggregate exceeds an amount equal to one month’s average Contract Charges (unless a different amount has been specified in the Contract Order Form), for the pur- poses of this Clause Error! Not a valid bookmark self-reference. (the “Undisputed Sums Limit”), and the said undisputed sum due remains outstanding for forty (40) Working Days (the “Undisputed Sums Time Period”) after the receipt by the Customer of a written notice of non-payment from the Supplier specifying: to The Supplier shall not suspend the supply of the Goods and/or Services for fail- ure of the Customer to pay undisputed sums of money (whether in whole or in part). Termination rights under clause The Supplier may, by issuing a Termination Notice to the Customer, terminate this Contract if the Customer fails to pay an undisputed sum and/or directs ESFA not to pay an undisputed sum due to the Supplier un- der this Contract which in aggregate exceeds an amount equal to one month’s average Contract Charges (unless a different amount has been specified in the Contract Order Form), for the purposes of this Clause Error! Not a valid bookmark self-reference. (the “Un- disputed Sums Limit”), and the said undisputed sum due remains outstanding for forty (40) Working Days (the “Undisputed Sums Time Period”) after the receipt by the Customer of a written notice of non-payment from the Supplier specifying: shall not apply where the failure to pay is due to the Customer exercising its right(s) of retention and/or set off. (Termination on Customer Cause for Fail- ure to Pay) for failure by the Customer to pay undisputed Contract Charges.