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13 Consultancy Agreement - services to be supplied to the

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13 Consultancy Agreement - services to be supplied to the

    DATED

    PRO FORMA

    AGREEMENT

    for the Supply of Consultancy Services

    to the University by a Company or Firm

    AGREEMENT FOR THE SUPPLY OF SERVICES BY

    EXTERNAL CONSULTANT (2)

    THIS AGREEMENT dated < > is made BETWEEN: (1) THE CHANCELLOR, MASTERS AND SCHOLARS OF THE UNIVERSITY OF

    OXFORD whose administrative offices are at Wellington Square, Oxford OX1 2JD

    (“the University”); and

    (2) < > Company Number < > whose registered office

    is at < > (“the Consultant”). 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.

    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.

    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].

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    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. 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 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. 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.

    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.

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    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.

    7. TERM AND TERMINATION

    7.1 Subject to clauses 7.2 and 7.3, this Agreement will continue in effect until

    [< > < >] [terminated by either party serving not less than < >

    (< >) months’ written notice on the other].

    7.2 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.

    7.3 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. 7.4 In the event of the termination of this Agreement by the University under clauses 7.2 or

    7.3 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.

    7.5 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.

    7.6 The obligations of the parties under clauses 1.4, 4 and 5 will survive the termination of

    this Agreement (for whatever reason).

    8. NOTICES

    The University’s representative for the purpose of receiving payments, reports and other

    notices shall until further notice be:

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     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:

9. MISCELLANEOUS

    9.1 Clause headings are inserted in this Agreement for convenience only, and shall not be

    taken into account in the interpretation of this Agreement.

    9.2 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.

    9.3 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.

    AS WITNESS the hands of authorised signatories for the parties on the date first mentioned above.

    [THE SCHEDULE]

SIGNED for and on behalf of SIGNED for and on behalf of

    THE CHANCELLOR, MASTERS AND

    SCHOLARS OF THE UNIVERSITY

    OF OXFORD

    Name: Name:

    Position: Position:

    Signature: Signature:

WD597-070

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