Common use of Manner of Carrying Out the Services Clause in Contracts

Manner of Carrying Out the Services. The Supplier shall at all times comply with the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards authorisation body. To the extent that the standard of Services has not been specified in the Contract, the Supplier shall agree the relevant standard of the Services with the Authority prior to the supply of the Services and in any event, the Supplier shall perform its obligations under the Contract in accordance with the Law and Good Industry Practice. The Supplier shall ensure that all Staff 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. The Supplier shall and shall ensure that the Staff shall at all times during the Contract Period:- faithfully and diligently perform those duties and exercise such powers consistent with them as are from time to time necessary in connection with the provision of the Services; and obey all lawful instructions and reasonable directions of the Authority and perform the Services to the reasonable satisfaction of the Authority. Access to the Premises shall be limited to such Staff and the Supplier’s suppliers as are necessary for the Supplier to fulfil its obligations under the Contract. The Supplier shall co-operate with others working on the Premises to such extent as the Authority may reasonably require. The Authority reserves the right to refuse to admit to, or to withdraw permission to remain on, the Premises:- for any member of the Staff; or for any person employed or engaged by any member of the Staff, whose admission or continued presence would be, in the reasonable opinion of the Authority, undesirable. At the Authority’s written request, the Supplier shall provide a list of the names and business addresses of all persons who may require admission in connection with the Contract to the Premises, specifying the capacities in which they are concerned with the Contract and giving such other particulars as the Authority may reasonably request. The Supplier’s Staff, engaged within the boundaries of the Premises, shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time for the conduct of personnel when at or outside those premises. If the Supplier fails to comply with Clause 3.3.3 within two (2) Months of the date of the request and in the reasonable opinion of the Authority, such failure may be prejudicial to the interests of the Crown, then the Authority may terminate the Contract, provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Authority. The decision of the Authority as to whether any person is to be refused access to the Premises and as to whether the Supplier has failed to comply with Clause 3.3.3 shall be final and conclusive. For the duration of the Contract and for a period of twelve (12) Months thereafter neither the Authority nor the Supplier shall employ or offer employment to any of the other Party’s staff who have been associated with the procurement and/or the contract management of the Services without that other Party’s prior Approval. OWNERSHIP OF InTELLECTUAL PROPERTY The Supplier warrants to the Authority that it has obtained from its Staff a written and valid assignment of all existing and future Intellectual Property Rights in the Works, and all materials embodying such rights, and a written irrevocable waiver from each member of Staff of their statutory moral rights in the Works, to the fullest extent permissible by law, and each member of Staff has agreed to hold on trust for the Authority any of the rights referred to in this clause in which the legal title has not passed (or will not pass) to the Supplier. The Supplier hereby assigns to the Authority all existing and future Intellectual Property Rights in the Works and all materials embodying such rights to the fullest extent permitted by law. Insofar as they do not so vest automatically by operation of law or under this agreement, the Supplier holds legal title in such rights on trust for the Authority. The Supplier undertakes: to notify to the Authority in writing full details of all Works promptly on their creation; whenever requested to do so by the Authority and in any event on the termination or expiry of this Contract, promptly to deliver to the Authority all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in its possession, custody or power; not to register nor attempt to register any Intellectual Property Rights in the Works unless requested to do so by the Authority; and to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works has passed, or will pass, to the Authority; and confirms that each member of Staff has given written undertakings in the same terms to the Supplier. The Supplier warrants to the Authority that: it has not given and will not give permission to any third party to use any of the Works nor any of the Intellectual Property Rights in the Works; it is unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and the use of the Works or the Intellectual Property Rights in the Works by the Authority will not infringe the rights of any third party; and confirms that each member of Staff has given written undertakings in the same terms to the Supplier. The Supplier agrees to indemnify the Authority and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Authority, or for which the Authority may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works supplied by the Supplier to the Authority during the course of providing the Services. The Supplier acknowledges that, except as provided by law, no further remuneration or compensation other than that provided for in this agreement is or may become due to the Supplier in respect of the performance of its obligations under this clause. The Supplier undertakes, at the expense of the Authority, at any time either during or after the Contract, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Authority, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of the Authority and to defend the Authority against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works and the Inventions. The Supplier confirms that each member of Staff has given written undertakings in the same terms to the Supplier. To the extent that any Deliverable comprises of any Supplier IPR, the Supplier agrees to grant the Authority a perpetual, irrevocable, royalty free, non-exclusive licence to use, copy, transmit, edit and reproduce in any medium, the Supplier IPR to deliver training services to the Authority or any other Crown Body. The Authority may sub-licence the rights granted to it pursuant to clause 4.8 to a third party, provided that: the sub-licence only authorises the third party to use the Supplier IPR to the extent necessary to deliver training services to the Authority or any other Crown Body; and the third party has entered into a confidentiality undertaking with the Authority. The Authority may assign novate or otherwise dispose of its rights and obligations under clauses 4.8 and 4.9 to any other Contracting Authority or private sector body which substantially performs any of the functions that previously had been performed by the Authority. Any change to the legal status of the Authority which means that it ceases to be a Contracting Authority shall not affect the validity of any licence granted under this clause 4. If the Authority ceases to be a Contracting Authority the licence terms shall be binding on any successor to that body. If a licence is novated pursuant to clause 4.10 above or there is a change of the Authority’s status pursuant to paragraph 4.11 above then the rights acquired by the transferee relating to the use of the Supplier IPR shall not extend beyond those previously enjoyed by the Authority.

Manner of Carrying Out the Services. The Supplier shall at all times comply with the Quality Standards, and where applicable shall maintain accreditation with the relevant Quality Standards authorisation body. To the extent that the standard of Services has not been specified in the Contract, the Supplier shall agree the relevant standard of the Services with the Authority prior to the supply of the Services and in any event, the Supplier shall perform its obligations under the Contract in accordance with the Law and Good Industry Practice. The Supplier shall ensure that all Staff 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. The Supplier shall and shall ensure that the Staff shall at all times during the Contract Period:- faithfully and diligently perform those duties and exercise such powers consistent with them as are from time to time necessary in connection with the provision of the Services; and obey all lawful instructions and reasonable directions of the Authority and perform the Services to the reasonable satisfaction of the Authority. Access to the Premises shall be limited to such Staff and the Supplier’s suppliers as are necessary for the Supplier to fulfil its obligations under the Contract. The Supplier shall co-operate with others working on the Premises to such extent as the Authority may reasonably require. The Authority reserves the right to refuse to admit to, or to withdraw permission to remain on, the Premises:- for any member of the Staff; or for any person employed or engaged by any member of the Staff, whose admission or continued presence would be, in the reasonable opinion of the Authority, undesirable. At the Authority’s written request, the Supplier shall provide a list of the names and business addresses of all persons who may require admission in connection with the Contract to the Premises, specifying the capacities in which they are concerned with the Contract and giving such other particulars as the Authority may reasonably request. The Supplier’s Staff, engaged within the boundaries of the Premises, shall comply with such rules, regulations and requirements (including those relating to security arrangements) as may be in force from time to time for the conduct of personnel when at or outside those premises. If the Supplier fails to comply with Clause 3.3.3 within two one (21) Months month of the date of the request and in the reasonable opinion of the Authority, such failure may be prejudicial to the interests of the Crown, then the Authority may terminate the Contract, provided always that such termination shall not prejudice or affect any right of action or remedy which shall have accrued or shall thereafter accrue to the Authority. The decision of the Authority as to whether any person is to be refused access to the Premises and as to whether the Supplier has failed to comply with Clause 3.3.3 shall be final and conclusive. For the duration of the Contract and for a period of twelve (12) Months thereafter neither the Authority nor the Supplier shall employ or offer employment to any of the other Party’s staff who have been associated with the procurement and/or the contract management of the Services without that other Party’s prior Approval. OWNERSHIP OF InTELLECTUAL PROPERTY The Supplier warrants to the Authority that it has obtained from its Staff a written and valid assignment of all existing and future Intellectual Property Rights in the Works, and all materials embodying such rights, and a written irrevocable waiver from each member of Staff of their statutory moral rights in the Works, to the fullest extent permissible by law, and each member of Staff has agreed to hold on trust for the Authority any of the rights referred to in this clause in which the legal title has not passed (or will not pass) to the Supplier. The Supplier hereby assigns to the Authority all existing and future Intellectual Property Rights in the Works and all materials embodying such rights to the fullest extent permitted by law. Insofar as they do not so vest automatically by operation of law or under this agreement, the Supplier holds legal title in such rights on trust for the Authority. The Supplier undertakes: to notify to the Authority in writing full details of all Works promptly on their creation; whenever requested to do so by the Authority and in any event on the termination or expiry of this Contract, promptly to deliver to the Authority all correspondence, documents, papers and records on all media (and all copies or abstracts of them), recording or relating to any part of the Works and the process of their creation which are in its possession, custody or power; not to register nor attempt to register any Intellectual Property Rights in the Works unless requested to do so by the Authority; and to do all acts necessary to confirm that absolute title in all Intellectual Property Rights in the Works has passed, or will pass, to the Authority; and confirms that each member of Staff has given written undertakings in the same terms to the Supplier. The Supplier warrants to the Authority that: it has not given and will not give permission to any third party to use any of the Works nor any of the Intellectual Property Rights in the Works; it is unaware of any use by any third party of any of the Works or Intellectual Property Rights in the Works; and the use of the Works or the Intellectual Property Rights in the Works by the Authority will not infringe the rights of any third party; and confirms that each member of Staff has given written undertakings in the same terms to the Supplier. The Supplier agrees to indemnify the Authority and keep it indemnified at all times against all or any costs, claims, damages or expenses incurred by the Authority, or for which the Authority may become liable, with respect to any intellectual property infringement claim or other claim relating to the Works supplied by the Supplier to the Authority during the course of providing the Services. The Supplier acknowledges that, except as provided by law, no further remuneration or compensation other than that provided for in this agreement is or may become due to the Supplier in respect of the performance of its obligations under this clause. The Supplier undertakes, at the expense of the Authority, at any time either during or after the Contract, to execute all documents, make all applications, give all assistance and do all acts and things as may, in the opinion of the Authority, be necessary or desirable to vest the Intellectual Property Rights in, and to register them in, the name of the Authority and to defend the Authority against claims that works embodying Intellectual Property Rights or Inventions infringe third party rights, and otherwise to protect and maintain the Intellectual Property Rights in the Works and the Inventions. The Supplier confirms that each member of Staff has given written undertakings in the same terms to the Supplier. To the extent that any Deliverable comprises of any Supplier IPR, the Supplier agrees to grant the Authority a perpetual, irrevocable, royalty free, non-exclusive licence to use, copy, transmit, edit and reproduce in any medium, the Supplier IPR to deliver training services to the Authority or any other Crown Body. The Authority may sub-licence the rights granted to it pursuant to clause 4.8 to a third party, provided that: the sub-licence only authorises the third party to use the Supplier IPR to the extent necessary to deliver training services to the Authority or any other Crown Body; and the third party has entered into a confidentiality undertaking with the Authority. The Authority may assign novate or otherwise dispose of its rights and obligations under clauses 4.8 and 4.9 to any other Contracting Authority or private sector body which substantially performs any of the functions that previously had been performed by the Authority. Any change to the legal status of the Authority which means that it ceases to be a Contracting Authority shall not affect the validity of any licence granted under this clause 4. If the Authority ceases to be a Contracting Authority the licence terms shall be binding on any successor to that body. If a licence is novated pursuant to clause 4.10 above or there is a change of the Authority’s status pursuant to paragraph 4.11 above then the rights acquired by the transferee relating to the use of the Supplier IPR shall not extend beyond those previously enjoyed by the Authority.