Common use of Activities Clause in Contracts

Activities. We have nominated, and the Commissioner has approved, the premises at [insert location] as the premises from which the COVID-19 vaccination as set out in the ES will be delivered to eligible patients (the “Designated Site”). We have agreed to deliver Seasonal Influenza vaccination from the Designated Site in accordance with Schedule 9. [The property arrangements for the use of the Designated Site(s) are set out at Schedule 1.] We have agreed that the [insert name] practice shall be the Host Practice, which shall provide the Host Services set out at Schedule 2 from the Commencement Date and subject to Clause 65 unless or until it is terminated in accordance with Clause 2. We agree that we will work together in a collaborative manner to deliver the requirements of the ES. The arrangements for this collaborative working are set out in Schedule 3 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 3 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer COVID-19 vaccinations. Unless by exception and agreed with the Commissioner in writing for a specific period, we shall administer the majority of COVID-19 vaccinations from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 3. [21A. We also agree that we will work together in a collaborative manner to deliver the requirements of the Seasonal Influenza ES. The arrangements for this collaborative working are set out in Schedule 9 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 9 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer seasonal influenza vaccinations. We shall administer the majority of the seasonal influenza vaccinations supplied by us to our temporary single medical practice from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 9.] We are satisfied that the Collaborating Practices, working together as the PCN Grouping is a temporary single medical practice and that the Patients who attend for COVID-19 vaccinations and/or Seasonal Influenza vaccinations are attending what is deemed to be a temporary single medical practice for the purpose of regulations 3(8)(b) and 3A(1) and regulation 3(5), (8) and (9) of the Human Medicines Regulations 2012. STAFF SHARING ARRANGEMENTS We acknowledge that Schedule 4.1 sets out arrangements, in the form of a Memorandum of Understanding in relation to staff, including any arrangements for the re-deployment of existing staff of the Collaborating Practices “Staff”)] for the purposes of delivering the COVID-19 Vaccination Programme. By signing the Memorandum of Understanding at Schedule 4.1 we each agree to comply with our individual obligations as set out in it. FINANCIAL ARRANGEMENTS We acknowledge that Schedule 5 describes the financial arrangements between the Collaborating Practices. We each agree to comply with our individual obligations as set out in Schedule 5. We each agree that payment is utilised in a manner that constitutes an efficient and effective use of NHS funding. INFORMATION SHARING AND CONFIDENTIALITY For the purposes of this Agreement, confidential information means the provisions of this Agreement and all information provided in connection with this Agreement which is secret or otherwise not publicly available (in both cases in its entirety or in part) including commercial, financial, marketing or technical information, know- how, trade secrets or business methods, in all cases whether disclosed orally or in writing before or after the date of this Agreement. We may each request from any Collaborating Practice any information, including confidential information, which the requesting Collaborating Practice, acting reasonably, considers is necessary to enable us to carry out the activity of our PCN Grouping as set out in this Agreement. Such information may include (but is not limited to) patient records, information on expenditure on PCN Grouping related activity, information on performance of activity under this Agreement and information on, or relevant to, staff sharing arrangements. Where information, including confidential information, is requested by a Collaborating Practice, acting reasonably, for submission to the Commissioner for the purposes of showing compliance with the requirements of the ES and/or the Seasonal Influenza ES, we will, provided we are satisfied that there is a lawful basis for doing so, provide the information as requested. Provided information is requested in accordance with Clause 28 we agree that we will not unreasonably withhold agreement to share information following a request from another Collaborating Practice. We will use reasonable endeavours to ensure that any information provided to another Collaborating Practice in accordance with this Agreement is accurate in all material respects and we will provide such information within reasonable timescales and in the format requested, having regard to any due contractual, and subject to any other legal, obligations. We agree that sharing and processing of patient records and other information considered to be personal data under any applicable data protection legislation will take place as and when it is required. We each agree to comply with our individual obligations as set out in the Data Sharing Agreement at Annex 1. Subject to Clause 34 and/or unless the information is to be provided to the Commissioner to show compliance with the requirements of the ES and/or the Seasonal Influenza ES, we will keep confidential all confidential information disclosed to any one of us by any Collaborating Practice in connection with this Agreement and we will use all reasonable endeavours to prevent staff in our organisations or any other person under our express or implied control from making any disclosure to any person of that information. In addition to disclosing any confidential information to the Commissioner for the purposes of the ES and/or the Seasonal Influenza ES (and payment and verification under the ES and/or the Seasonal Influenza ES), any Collaborating Practice may disclose another Collaborating Practice’s confidential information: to comply with applicable legislation; to any appropriate regulatory body; in connection with any dispute resolution or litigation between the Collaborating Practices; and as permitted under any other express arrangement or other provision of this Agreement, provided that: the Collaborating Practice whose confidential information is being disclosed is, where practicable, given prior notification of the disclosure; and the disclosure is reasonably considered to be necessary. INDEMNITY ARRANGEMENTS Each Collaborating Practice accepts unlimited liability for: death or personal injury caused by its own negligence; and fraud committed by it or on its behalf. Save as set out in Clause 34, no Collaborating Practice shall be liable to any other for (a) any indirect or consequential loss or (b) any loss of use or loss of profits, business, contracts, revenues or anticipated savings whether arising from tort (including, without limitation, negligence or breach of statutory duty), breach of contract or otherwise. Each Collaborating Practice agrees to indemnify and keep indemnified the other Collaborating Practices (including the Host Practice) against all costs, claims, demands, liabilities and damages incurred or suffered by a Collaborating Practice as a result of any act or omission of the indemnifying Collaborating Practice, or its employees or agents except in so far as such costs, claims, demands, liabilities or damages arise or are contributed to as a result of any act or omission of any other Collaborating Practice or of its employees or agents. Each Collaborating Practice shall ensure that its indemnity and insurance arrangements during the term of this Agreement are sufficient to cover its liabilities under this Agreement, including liabilities in respect of Staff and any third parties attending any premises for the purposes of delivering the requirements of the ES and the Seasonal Influenza ES. Any Collaborating Practice shall upon request produce to another evidence that the indemnity and insurance arrangements are in place and up-to-date. The Clinical Negligence Scheme for General Practice (CNSGP) provides clinical negligence indemnity cover for all staff engaged by a Collaborating Practice under the CNSGP Regulations. It covers NHS activities delivered by a Part 4 contractor under a Primary Medical Services contract (including an NHS standard contract with Schedule 2L), a Primary Medical Services sub-contractor, or the provision of ‘Ancillary Health Services’ for a Part 4 contractor or Primary Medical Services sub-contractor such as an Enhanced Service. Cover under CNSGP is not restricted to a Collaborating practice’s registered patients so applies to the provision of the ES by the Collaborating Practices to a person such as practice staff who are not on the registered list of that Collaborating Practice. The Collaborating Practices shall take reasonable steps to advise any relevant Staff that they should consider whether they are covered by appropriate professional indemnity arrangements in respect of their involvement or activities in delivering the requirements of the ES and the Seasonal Influenza ES. If and to the extent that the indemnity arrangements set out in Clauses 34 to 38 conflict with indemnity arrangements in any other agreement or memorandum of understanding relating to the engagement of Staff to deliver the requirements of the ES and the Seasonal Influenza ES, the provisions of this agreement shall apply. SUB-CONTRACTING OF CLINICAL MATTERS We have agreed the sub-contracting of clinical matters set out at Schedule 6 which we consider is necessary to deliver the requirements of the ES and the Seasonal Influenza ES. Each Party shall, before undertaking such sub-contracted clinical services, assure itself that the proposed sub-contracted services are covered by the indemnity arrangements under the Clinical Negligence Scheme for General Practice. INTELLECTUAL PROPERTY For the purposes of this Agreement, intellectual property means rights in and to inventions, patents, design rights (registered or unregistered), copyrights, rights in confidential information, database rights and any similar or analogous rights that exist anywhere in the world and including any application for any registration of the foregoing. Each of us has our own existing intellectual property and we will retain the ownership of our respective intellectual property rights. If any of us creates any new intellectual property in the course of this Agreement, the Collaborating Practice which creates the intellectual property will own the rights to that intellectual property unless agreed otherwise. We agree that in the interest of our PCN Grouping we will grant to each other a royalty free non-exclusive license to use our existing and newly created intellectual property for the purposes of fulfilment of our obligations under this Agreement. MEETINGS AND DECISION-MAKING Meetings We will arrange and attend meetings as often as is necessary to discuss any issues relating to the ES and the Seasonal Influenza ES including (but not limited to) performance, strategies and the operating environment relating to the delivery of the requirements of the ES and the Seasonal Influenza ES. We will agree an agenda prior to each meeting and ensure papers are circulated to each Collaborating Practice in advance. With the agreement of Collaborating Practices (such agreement not to be unreasonably withheld), partners who are not Collaborating Practices may attend meetings of the Collaborating Practices to participate in discussions for the efficient and effective delivery of the requirements of the ES and the Seasonal Influenza ES. Meetings generally and decision-making Further arrangements relating to meetings of the Collaborating Practices including (but not limited to) ways in which meetings can be held, attendance and quorum requirements, and how decisions are made are set out in Schedule 7. JOINING THE PCN GROUPING A person or organisation may from time to time indicate to one or more Collaborating Practices that it wishes to join our PCN Grouping. Where this occurs, the relevant Collaborating Practice(s) will notify the others and the request shall be discussed by all other Collaborating Practices as soon as practicable, as per the governance arrangements set out within Schedule 7. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, it will be considered and decided whether it is appropriate for that person or organisation to join our PCN Grouping. We acknowledge that a person or organisation seeking to join our PCN Grouping must comply with the process of participation in the ES and the Seasonal Influenza ES, which includes an agreement in writing with the Commissioner in relation to its participation in the ES and the Seasonal Influenza ES. Where a person or organisation joins our PCN Grouping, this Agreement will be updated in accordance with the variation procedure set out in Clause 66 to include reference to that person or organisation as a Collaborating Practice and to reflect any consequential amendments to the Schedules of this Agreement that have been determined. LEAVING THE PCN GROUPING Clauses 54 to 65 below set out the minimum requirements relating to situations where a Collaborating Practice departs or is required to leave our PCN Grouping. Voluntary departure A Collaborating Practice may choose to leave our PCN Grouping by giving no less than 35 days’ notice to the other Collaborating Practices. From the date the Collaborating Practice leaves our PCN Grouping, that Collaborating Practice will also be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any requirements of the ES and the Seasonal Influenza ES. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the consequences of that Collaborating Practice’s departure in relation to our activities under this Agreement, financial arrangements, staffing arrangements and any other PCN Grouping related matters; the actions required of the departing Collaborating Practice; and the actual leaving date. The departing Collaborating Practice agrees to comply with all reasonable actions that are determined to be required of it before the actual leaving date. Such actions may include executing such documents and/or providing such information as required to ensure the delivery of the requirements of the ES and the Seasonal Influenza ES can be continued by the remaining Collaborating Practices. If any actions are not completed prior to the actual leaving date, the departing Collaborating Practice will complete those actions as soon as practicable after that date. With effect from the date the Collaborating Practice leaves our PCN Grouping, we will ensure that this Agreement is updated in accordance with the variation procedure set out in Clause 66 to remove references to the departed Collaborating Practice and to reflect any changes to the Schedules that have been determined, including, without limitation, changes to our activities taking into account any relevant requirements of the ES and the Seasonal Influenza ES. Expulsion A Collaborating Practice may be required to leave our PCN Grouping in certain circumstances. These include committing an act or omission set out in Clause 59 or where an event set out in Clause 7 below occurs. From the date a Collaborating Practice is expelled from or required to leave our PCN Grouping, that Collaborating Practice will be removed from this Agreement and the Agreement will co

Activities. We have nominated, and the Commissioner has approved, the premises at [insert location] as the premises from which the COVID-19 vaccination as set out in the ES will be delivered to eligible patients (the “Designated Site”). We have agreed to deliver Seasonal Influenza vaccination from the Designated Site in accordance with Schedule 9. [The property arrangements for the use of the Designated Site(s) are set out at Schedule 1.] We have agreed that the [insert name] practice shall be the Host Practice, which shall provide the Host Services set out at Schedule 2 from the Commencement Date and subject to Clause 65 unless or until it is terminated in accordance with Clause 2. We agree that we will work together in a collaborative manner to deliver the requirements of the ES. The arrangements for this collaborative working are set out in Schedule 3 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 3 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer COVID-19 vaccinations. Unless by exception and agreed with the Commissioner in writing for a specific period, we shall administer the majority of COVID-19 vaccinations from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 3. [21A. We also agree that we will work together in a collaborative manner to deliver the requirements of the Seasonal Influenza ES. The arrangements for this collaborative working are set out in Schedule 9 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 9 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer seasonal influenza vaccinations. We shall administer the majority of the seasonal influenza vaccinations supplied by us to our temporary single medical practice from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 9.] We are satisfied that the Collaborating Practices, working together as the PCN Grouping is a temporary single medical practice joint enterprise and that the Patients who attend for COVID-19 vaccinations and/or Seasonal Influenza Covid-19 vaccinations are attending what is deemed to be a temporary single medical practice for the purpose of regulations regulation 3(8)(b) and 3A(1) and regulation 3(5), (8) and (9) of the Human Medicines Regulations 2012. STAFF SHARING ARRANGEMENTS We acknowledge that Schedule 4.1 sets out arrangements, in the form of a Memorandum of Understanding in relation to staff, including any arrangements for the re-deployment of existing staff of the Collaborating Practices “Staff”)] for the purposes of delivering the COVID-19 COVID 19 Vaccination Programme. By signing the Memorandum of Understanding at Schedule 4.1 we each agree to comply with our individual obligations as set out in it. FINANCIAL ARRANGEMENTS We acknowledge that Schedule 5 describes the financial arrangements between the Collaborating Practices. We each agree to comply with our individual obligations as set out in Schedule 5. We each agree that payment is utilised in a manner that constitutes an efficient and effective use of NHS funding. INFORMATION SHARING AND CONFIDENTIALITY For the purposes of this Agreement, confidential information means the provisions of this Agreement and all information provided in connection with this Agreement which is secret or otherwise not publicly available (in both cases in its entirety or in part) including commercial, financial, marketing or technical information, know- how, trade secrets or business methods, in all cases whether disclosed orally or in writing before or after the date of this Agreement. We may each request from any Collaborating Practice any information, including confidential information, which the requesting Collaborating Practice, acting reasonably, considers is necessary to enable us to carry out the activity of our PCN Grouping as set out in this Agreement. Such information may include (but is not limited to) patient records, information on expenditure on PCN Grouping related activity, information on performance of activity under this Agreement and information on, or relevant to, staff sharing arrangements. Where information, including confidential information, is requested by a Collaborating Practice, acting reasonably, for submission to the Commissioner for the purposes of showing compliance with the requirements of the ES and/or the Seasonal Influenza ES, we will, provided we are satisfied that there is a lawful basis for doing so, provide the information as requested. Provided information is requested in accordance with Clause 28 we agree that we will not unreasonably withhold agreement to share information following a request from another Collaborating Practice. We will use reasonable endeavours to ensure that any information provided to another Collaborating Practice in accordance with this Agreement is accurate in all material respects and we will provide such information within reasonable timescales and in the format requested, having regard to any due contractual, and subject to any other legal, obligations. We agree that sharing and processing of patient records and other information considered to be personal data under any applicable data protection legislation will take place as and when it is required. We each agree to comply with our individual obligations as set out in the Data Sharing Agreement at Annex 1. Subject to Clause 34 and/or unless the information is to be provided to the Commissioner to show compliance with the requirements of the ES and/or the Seasonal Influenza ES, we will keep confidential all confidential information disclosed to any one of us by any Collaborating Practice in connection with this Agreement and we will use all reasonable endeavours to prevent staff in our organisations or any other person under our express or implied control from making any disclosure to any person of that information. In addition to disclosing any confidential information to the Commissioner for the purposes of the ES and/or the Seasonal Influenza ES (and payment and verification under the ES and/or the Seasonal Influenza ES), any Collaborating Practice may disclose another Collaborating Practice’s confidential information: to comply with applicable legislation; to any appropriate regulatory body; in connection with any dispute resolution or litigation between the Collaborating Practices; and as permitted under any other express arrangement or other provision of this Agreement, provided that: the Collaborating Practice whose confidential information is being disclosed is, where practicable, given prior notification of the disclosure; and the disclosure is reasonably considered to be necessary. INDEMNITY ARRANGEMENTS Each Collaborating Practice accepts unlimited liability for: death or personal injury caused by its own negligence; and fraud committed by it or on its behalf. Save as set out in Clause 3435, no Collaborating Practice shall be liable to any other for (a) any indirect or consequential loss or (b) any loss of use or loss of profits, business, contracts, revenues or anticipated savings whether arising from tort (including, without limitation, negligence or breach of statutory duty), breach of contract or otherwise. Each Except as otherwise provided in this Agreement, the Host Practice excludes all liability to the Collaborating Practice agrees Practices arising otherwise than as a result of its own negligence in the performance of this Agreement. The Collaborating Practices agree to indemnify and keep indemnified the other Collaborating Practices (including the Host Practice) Practice against all costs, claims, demands, liabilities and damages incurred or suffered by a Collaborating the Host Practice as a result of any act or omission of the indemnifying Collaborating PracticePractices, or its their employees or agents except in so far as such costs, claims, demands, liabilities or damages arise or are contributed to as a result of any the Host Practice’s (or the Host Practice’s employee's or agent's) act or omission of any other Collaborating Practice or of its employees or agentsomission. Each Collaborating Practice shall ensure that its indemnity and insurance arrangements during the term of this Agreement are sufficient to cover its liabilities under this Agreement, including liabilities in respect of Staff and any third parties attending any premises for the purposes of delivering the requirements of the ES and the Seasonal Influenza ES. Any Collaborating Practice shall upon request produce to another evidence that the indemnity and insurance arrangements are in place and up-to-date. The Clinical Negligence Scheme for General Practice (CNSGP) provides clinical negligence indemnity cover for all staff engaged by a Collaborating Practice under the CNSGP Regulations. It covers NHS activities delivered by a Part 4 contractor under a Primary Medical Services contract (including an NHS standard contract with Schedule 2L), a Primary Medical Services sub-contractor, or the provision of ‘Ancillary Health Services’ for a Part 4 contractor or Primary Medical Services sub-contractor such as an Enhanced Service. Cover under CNSGP is not restricted to a Collaborating practice’s registered patients so applies to the provision of the ES by the Collaborating Practices to a person such as practice staff who are not on the registered list of that Collaborating Practice. The Collaborating Practices shall take reasonable steps to advise any relevant Staff that they should consider whether they are covered by appropriate professional indemnity arrangements in respect of their involvement or activities in delivering the requirements of the ES and the Seasonal Influenza ES. If and to the extent that the indemnity arrangements set out in Clauses 34 35 to 38 39 conflict with indemnity arrangements in any other agreement or memorandum of understanding relating to the engagement of Staff to deliver the requirements of the ES and the Seasonal Influenza ES, the provisions of this agreement shall apply. SUB-CONTRACTING OF CLINICAL MATTERS We have agreed the sub-contracting of clinical matters set out at Schedule 6 which we consider is necessary to deliver the requirements of the ES and the Seasonal Influenza ES. Each Party shall, before undertaking such sub-contracted clinical services, assure itself that the proposed sub-contracted services are covered by the indemnity arrangements under the Clinical Negligence Scheme for General Practice. INTELLECTUAL PROPERTY For the purposes of this Agreement, intellectual property means rights in and to inventions, patents, design rights (registered or unregistered), copyrights, rights in confidential information, database rights and any similar or analogous rights that exist anywhere in the world and including any application for any registration of the foregoing. Each of us has our own existing intellectual property and we will retain the ownership of our respective intellectual property rights. If any of us creates any new intellectual property in the course of this Agreement, the Collaborating Practice which creates the intellectual property will own the rights to that intellectual property unless agreed otherwise. We agree that in the interest of our PCN Grouping we will grant to each other a royalty free non-exclusive license to use our existing and newly created intellectual property for the purposes of fulfilment of our obligations under this Agreement. MEETINGS AND DECISION-MAKING Meetings We will arrange and attend meetings as often as is necessary to discuss any issues relating to the ES and the Seasonal Influenza ES including (but not limited to) performance, strategies and the operating environment relating to the delivery of the requirements of the ES and the Seasonal Influenza ES. We will agree an agenda prior to each meeting and ensure papers are circulated to each Collaborating Practice in advance. With the agreement of Collaborating Practices (such agreement not to be unreasonably withheld), partners who are not Collaborating Practices may attend meetings of the Collaborating Practices to participate in discussions for the efficient and effective delivery of the requirements of the ES and the Seasonal Influenza ES. Meetings generally and decision-making Further arrangements relating to meetings of the Collaborating Practices including (but not limited to) ways in which meetings can be held, attendance and quorum requirements, and how decisions are made are set out in Schedule 7. JOINING THE PCN GROUPING A person or organisation may from time to time indicate to one or more Collaborating Practices that it wishes to join our PCN Grouping. Where this occurs, the relevant Collaborating Practice(s) will notify the others and the request shall be discussed by all other Collaborating Practices as soon as practicable, as per the governance arrangements set out within Schedule 7. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, it will be considered and decided whether it is appropriate for that person or organisation to join our PCN Grouping. We acknowledge that a person or organisation seeking to join our PCN Grouping must comply with the process of participation in the ES and the Seasonal Influenza ES, which includes an agreement in writing with the Commissioner in relation to its participation in the ES and the Seasonal Influenza ES. Where a person or organisation joins our PCN Grouping, this Agreement will be updated in accordance with the variation procedure set out in Clause 66 to include reference to that person or organisation as a Collaborating Practice and to reflect any consequential amendments to the Schedules of this Agreement that have been determined. LEAVING THE PCN GROUPING Clauses 54 to 65 below set out the minimum requirements relating to situations where a Collaborating Practice departs or is required to leave our PCN Grouping. Voluntary departure A Collaborating Practice may choose to leave our PCN Grouping by giving no less than 35 days’ notice to the other Collaborating Practices. From the date the Collaborating Practice leaves our PCN Grouping, that Collaborating Practice will also be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any requirements of the ES and the Seasonal Influenza ES. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the consequences of that Collaborating Practice’s departure in relation to our activities under this Agreement, financial arrangements, staffing arrangements and any other PCN Grouping related matters; the actions required of the departing Collaborating Practice; and the actual leaving date. The departing Collaborating Practice agrees to comply with all reasonable actions that are determined to be required of it before the actual leaving date. Such actions may include executing such documents and/or providing such information as required to ensure the delivery of the requirements of the ES and the Seasonal Influenza ES can be continued by the remaining Collaborating Practices. If any actions are not completed prior to the actual leaving date, the departing Collaborating Practice will complete those actions as soon as practicable after that date. With effect from the date the Collaborating Practice leaves our PCN Grouping, we will ensure that this Agreement is updated in accordance with the variation procedure set out in Clause 66 to remove references to the departed Collaborating Practice and to reflect any changes to the Schedules that have been determined, including, without limitation, changes to our activities taking into account any relevant requirements of the ES and the Seasonal Influenza ES. Expulsion A Collaborating Practice may be required to leave our PCN Grouping in certain circumstances. These include committing an act or omission set out in Clause 59 or where an event set out in Clause 7 below occurs. From the date a Collaborating Practice is expelled from or required to leave our PCN Grouping, that Collaborating Practice will be removed from this Agreement and the Agreement will co.

Activities. We have nominated, and the Commissioner has approved, the premises at [insert location] as the premises from which the COVID-19 vaccination as set out in the ES will be delivered to eligible patients (the “Designated Site”). We have agreed to deliver Seasonal Influenza vaccination from the Designated Site in accordance with Schedule 9. [The property arrangements for the use of the Designated Site(s) are set out at Schedule 1.] We have agreed that the [insert name] practice shall be the Host Practice, which shall provide the Host Services set out at Schedule 2 from the Commencement Date and subject to Clause 65 unless or until it is terminated in accordance with Clause 2. We agree that we will work together in a collaborative manner to deliver the requirements of the ES. The arrangements for this collaborative working are set out in Schedule 3 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 3 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” Short Term/Temporary Site (as defined in the ES) clinics from which we will administer COVID-19 vaccinations. Unless by exception and agreed with the Commissioner in writing for a specific period, we shall administer the majority of COVID-19 vaccinations from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 3. [21A. We also agree that we will work together in a collaborative manner to deliver the requirements of the Seasonal Influenza ES. The arrangements for this collaborative working are set out in Schedule 9 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 9 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” Short Term/Temporary Site clinics from which we will administer seasonal influenza vaccinations. We shall administer the majority of the seasonal influenza vaccinations supplied by us to our temporary single medical practice from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 9.] We are satisfied that the Collaborating Practices, working together as the PCN Grouping is a temporary single medical practice and that the Patients who attend for COVID-19 vaccinations and/or Seasonal Influenza vaccinations are attending what is deemed to be a temporary single medical practice for the purpose of regulations 3(8)(b) and 3A(1) and regulation 3(5), (8) and (9) of the Human Medicines Regulations 2012. STAFF SHARING ARRANGEMENTS We acknowledge that Schedule 4.1 sets out arrangements, in the form of a Memorandum of Understanding in relation to staff, including any arrangements for the re-deployment of existing staff of the Collaborating Practices “Staff”)] for the purposes of delivering the COVID-19 Vaccination Programme. By signing the Memorandum of Understanding at Schedule 4.1 we each agree to comply with our individual obligations as set out in it. FINANCIAL ARRANGEMENTS We acknowledge that Schedule 5 describes the financial arrangements between the Collaborating Practices. We each agree to comply with our individual obligations as set out in Schedule 5. We each agree that payment is utilised in a manner that constitutes an efficient and effective use of NHS funding. INFORMATION SHARING AND CONFIDENTIALITY For the purposes of this Agreement, confidential information means the provisions of this Agreement and all information provided in connection with this Agreement which is secret or otherwise not publicly available (in both cases in its entirety or in part) including commercial, financial, marketing or technical information, know- how, trade secrets or business methods, in all cases whether disclosed orally or in writing before or after the date of this Agreement. We may each request from any Collaborating Practice any information, including confidential information, which the requesting Collaborating Practice, acting reasonably, considers is necessary to enable us to carry out the activity of our PCN Grouping as set out in this Agreement. Such information may include (but is not limited to) patient records, information on expenditure on PCN Grouping related activity, information on performance of activity under this Agreement and information on, or relevant to, staff sharing arrangements. Where information, including confidential information, is requested by a Collaborating Practice, acting reasonably, for submission to the Commissioner for the purposes of showing compliance with the requirements of the ES and/or the Seasonal Influenza ES, we will, provided we are satisfied that there is a lawful basis for doing so, provide the information as requested. Provided information is requested in accordance with Clause 28 we agree that we will not unreasonably withhold agreement to share information following a request from another Collaborating Practice. We will use reasonable endeavours to ensure that any information provided to another Collaborating Practice in accordance with this Agreement is accurate in all material respects and we will provide such information within reasonable timescales and in the format requested, having regard to any due contractual, and subject to any other legal, obligations. We agree that sharing and processing of patient records and other information considered to be personal data under any applicable data protection legislation will take place as and when it is required. We each agree to comply with our individual obligations as set out in the Data Sharing Agreement at Annex 1. Subject to Clause 34 and/or unless the information is to be provided to the Commissioner to show compliance with the requirements of the ES and/or the Seasonal Influenza ES, we will keep confidential all confidential information disclosed to any one of us by any Collaborating Practice in connection with this Agreement and we will use all reasonable endeavours to prevent staff in our organisations or any other person under our express or implied control from making any disclosure to any person of that information. In addition to disclosing any confidential information to the Commissioner for the purposes of the ES and/or the Seasonal Influenza ES (and payment and verification under the ES and/or the Seasonal Influenza ES), any Collaborating Practice may disclose another Collaborating Practice’s confidential information: to comply with applicable legislation; to any appropriate regulatory body; in connection with any dispute resolution or litigation between the Collaborating Practices; and as permitted under any other express arrangement or other provision of this Agreement, provided that: the Collaborating Practice whose confidential information is being disclosed is, where practicable, given prior notification of the disclosure; and the disclosure is reasonably considered to be necessary. INDEMNITY ARRANGEMENTS Each Collaborating Practice accepts unlimited liability for: death or personal injury caused by its own negligence; and fraud committed by it or on its behalf. Save as set out in Clause 34, no Collaborating Practice shall be liable to any other for (a) any indirect or consequential loss or (b) any loss of use or loss of profits, business, contracts, revenues or anticipated savings whether arising from tort (including, without limitation, negligence or breach of statutory duty), breach of contract or otherwise. Each Collaborating Practice agrees to indemnify and keep indemnified the other Collaborating Practices (including the Host Practice) against all costs, claims, demands, liabilities and damages incurred or suffered by a Collaborating Practice as a result of any act or omission of the indemnifying Collaborating Practice, or its employees or agents except in so far as such costs, claims, demands, liabilities or damages arise or are contributed to as a result of any act or omission of any other Collaborating Practice or of its employees or agents. Each Collaborating Practice shall ensure that its indemnity and insurance arrangements during the term of this Agreement are sufficient to cover its liabilities under this Agreement, including liabilities in respect of Staff and any third parties attending any premises for the purposes of delivering the requirements of the ES and the Seasonal Influenza ES. Any Collaborating Practice shall upon request produce to another evidence that the indemnity and insurance arrangements are in place and up-to-date. The Clinical Negligence Scheme for General Practice (CNSGP) provides clinical negligence indemnity cover for all staff engaged by a Collaborating Practice under the CNSGP Regulations. It covers NHS activities delivered by a Part 4 contractor under a Primary Medical Services contract (including an NHS standard contract with Schedule 2L), a Primary Medical Services sub-contractor, or the provision of ‘Ancillary Health Services’ for a Part 4 contractor or Primary Medical Services sub-contractor such as an Enhanced Service. Cover under CNSGP is not restricted to a Collaborating practice’s registered patients so applies to the provision of the ES by the Collaborating Practices to a person such as practice staff who are not on the registered list of that Collaborating Practice. The Collaborating Practices shall take reasonable steps to advise any relevant Staff that they should consider whether they are covered by appropriate professional indemnity arrangements in respect of their involvement or activities in delivering the requirements of the ES and the Seasonal Influenza ES. If and to the extent that the indemnity arrangements set out in Clauses 34 to 38 conflict with indemnity arrangements in any other agreement or memorandum of understanding relating to the engagement of Staff to deliver the requirements of the ES and the Seasonal Influenza ES, the provisions of this agreement shall apply. SUB-CONTRACTING OF CLINICAL MATTERS We have agreed the sub-contracting of clinical matters set out at Schedule 6 which we consider is necessary to deliver the requirements of the ES and the Seasonal Influenza ES. Each Party shall, before undertaking such sub-contracted clinical services, assure itself that the proposed sub-contracted services are covered by the indemnity arrangements under the Clinical Negligence Scheme for General Practice. INTELLECTUAL PROPERTY For the purposes of this Agreement, intellectual property means rights in and to inventions, patents, design rights (registered or unregistered), copyrights, rights in confidential information, database rights and any similar or analogous rights that exist anywhere in the world and including any application for any registration of the foregoing. Each of us has our own existing intellectual property and we will retain the ownership of our respective intellectual property rights. If any of us creates any new intellectual property in the course of this Agreement, the Collaborating Practice which creates the intellectual property will own the rights to that intellectual property unless agreed otherwise. We agree that in the interest of our PCN Grouping we will grant to each other a royalty free non-exclusive license to use our existing and newly created intellectual property for the purposes of fulfilment of our obligations under this Agreement. MEETINGS AND DECISION-MAKING Meetings We will arrange and attend meetings as often as is necessary to discuss any issues relating to the ES and the Seasonal Influenza ES including (but not limited to) performance, strategies and the operating environment relating to the delivery of the requirements of the ES and the Seasonal Influenza ES. We will agree an agenda prior to each meeting and ensure papers are circulated to each Collaborating Practice in advance. With the agreement of Collaborating Practices (such agreement not to be unreasonably withheld), partners who are not Collaborating Practices may attend meetings of the Collaborating Practices to participate in discussions for the efficient and effective delivery of the requirements of the ES and the Seasonal Influenza ES. Meetings generally and decision-making Further arrangements relating to meetings of the Collaborating Practices including (but not limited to) ways in which meetings can be held, attendance and quorum requirements, and how decisions are made are set out in Schedule 7. JOINING THE PCN GROUPING A Where a person or organisation may from time to time indicate to one or more Collaborating Practices indicates that it wishes to join our PCN Grouping. Where this occurs, the relevant Collaborating Practice(s) will notify the others and the request shall be discussed by all other Collaborating Practices as soon as practicable, as per the governance arrangements set out within Schedule 7. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, it will be considered and decided whether it is appropriate for that person or organisation to join our PCN Grouping. We acknowledge that a person or organisation seeking to join our PCN Grouping must comply with the process of participation in the ES and the Seasonal Influenza ES, which includes an agreement in writing with award from the Commissioner in relation to its participation in of the ES and participation in the Seasonal Influenza ES. Where a person or organisation joins our PCN Grouping, this Agreement will be updated in accordance with the variation procedure set out in Clause 66 to include reference to that person or organisation as a Collaborating Practice and to reflect any consequential amendments to the Schedules of this Agreement that have been determined. LEAVING THE PCN GROUPING Clauses 54 to 65 below set out the minimum requirements relating to situations where a Collaborating Practice departs or is required to leave our PCN Grouping. Voluntary departure A Collaborating Practice may choose to leave our PCN Grouping by giving no less than 35 days’ [6 months] notice to the other Collaborating Practices. We acknowledge that 6 months notice will be required to enable the Collaborating Practices to liaise with the Commissioner and ensure the continuity of the arrangements. From the date the Collaborating Practice leaves our PCN Grouping, that Collaborating Practice will also be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any requirements of the ES and the Seasonal Influenza ES. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the consequences of that Collaborating Practice’s departure in relation to our activities under this Agreement, financial arrangements, staffing arrangements and any other PCN Grouping related matters; the actions required of the departing Collaborating Practice; and the actual leaving date. The departing Collaborating Practice agrees to comply with all reasonable actions that are determined to be required of it before the actual leaving date. Such actions may include executing such documents and/or providing such information as required to ensure the delivery of the requirements of the ES and the Seasonal Influenza ES can be continued by the remaining Collaborating Practices. If any actions are not completed prior to the actual leaving date, the departing Collaborating Practice will complete those actions as soon as practicable after that date. With effect from the date the Collaborating Practice leaves our PCN Grouping, we will ensure that this Agreement is updated in accordance with the variation procedure set out in Clause 66 to remove references to the departed Collaborating Practice and to reflect any changes to the Schedules that have been determined, including, without limitation, changes to our activities taking into account any relevant requirements of the ES and the Seasonal Influenza ES. Expulsion A Collaborating Practice may be required to leave our PCN Grouping in certain circumstances. These include committing an act or omission set out in Clause 59 or where an event set out in Clause 7 below occurs. From the date a Collaborating Practice is expelled from or required to leave our PCN Grouping, that Collaborating Practice will be removed from this Agreement and the Agreement will co

Activities. We have nominatedIn that regard, SCJ and JDI shall cooperate in good faith and use their reasonable best efforts to develop no later than nine (9) months after the Commissioner has approved, date hereof a joint business plan which shall detail JDI’s three-year business plan for sale of the premises at [insert location] as LICENSED PRODUCTS and any proposed reductions or expansions of the premises from which the COVID-19 vaccination as set out list of territories or change in the ES will be delivered to eligible patients licensed status (the exclusive or non-exclusive) included in Schedule 10(a) (a “Designated SiteJOINT BUSINESS PLAN”). We have agreed to deliver Seasonal Influenza vaccination from At the Designated Site in accordance with Schedule 9. [The property arrangements for the use completion of the Designated Site(sfirst JOINT BUSINESS PLAN development process, it is SCJ’s intention to consider and possibly license additional territories previously granted a non-exclusive license for an indeterminate period (as specified in Schedule 10(a)) are set out at as exclusively licensed and that such license grant would generally be intended to be for three (3) to five (5) years as specified by SCJ. Upon such additional exclusive license grant, Schedule 1.] We have agreed that the [insert name] practice 10(a) shall be amended accordingly. Also at the Host Practicecompletion of the first JOINT BUSINESS PLAN process, it is SCJ’s further intention to consider and possibly withdraw all license grants for specified territories previously granted a non-exclusive license for an indeterminate period (as specified in Schedule 10(a)); provided, however, nothing in this Section 10(a) shall limit SCJ’s right to withdraw after the first anniversary of the date hereof all license rights for any territory that is non-exclusively licensed for an indeterminate period of time. Without limiting any other right SCJ may have to terminate such licenses hereunder, all non-exclusive license grants hereunder for an indeterminate period of time as specified in Schedule 10(a) shall automatically terminate on the termination or expiration of this AGREEMENT. To the extent that JDI proposes to expand the list of territories or change the licensed status for a territory or a product category in Schedule 10(a), it shall specify for each such territory or product category in the draft JOINT BUSINESS PLAN the minimum annual resources that it will utilize to develop the market and the minimum anticipated annual business growth rates measured in NET SALES for a three-year period. Neither party shall be under an obligation to agree to any draft JOINT BUSINESS PLAN or to agree to the inclusion of any territory or product category into Schedule 10(a). Each year, within sixty (60) days of the end of JDI’s fiscal year, SCJ and JDI shall cooperate in good faith and use their reasonable best efforts to produce an updated JOINT BUSINESS PLAN, which shall provide plan, among other things, will show the Host Services set out at Schedule 2 from the Commencement Date and subject to Clause 65 unless or until it is terminated in accordance with Clause 2. We agree that we will work together in a collaborative manner to deliver the requirements status of the ESlast two years’ business performance against any previously agreed JOINT BUSINESS PLAN. The arrangements for this collaborative working are set out in Schedule 3 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 3 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer COVID-19 vaccinations. Unless by exception and agreed with the Commissioner in writing for a specific period, we shall administer the majority of COVID-19 vaccinations from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 3. [21A. We also agree that we will work together in a collaborative manner to deliver the requirements of the Seasonal Influenza ES. The arrangements for this collaborative working are set out in Schedule 9 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 9 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer seasonal influenza vaccinations. We shall administer the majority of the seasonal influenza vaccinations supplied by us to our temporary single medical practice from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 9.] We are satisfied that the Collaborating Practices, working together as the PCN Grouping is a temporary single medical practice and that the Patients who attend for COVID-19 vaccinations and/or Seasonal Influenza vaccinations are attending what is deemed to be a temporary single medical practice for the purpose of regulations 3(8)(b) and 3A(1) and regulation 3(5), (8) and (9) of the Human Medicines Regulations 2012. STAFF SHARING ARRANGEMENTS We acknowledge that Schedule 4.1 sets out arrangements, in the form of a Memorandum of Understanding in relation to staff, including any arrangements for the re-deployment of existing staff of the Collaborating Practices “Staff”)] for the purposes of delivering the COVID-19 Vaccination Programme. By signing the Memorandum of Understanding at Schedule 4.1 we each agree to comply with our individual obligations as set out in it. FINANCIAL ARRANGEMENTS We acknowledge that Schedule 5 describes the financial arrangements between the Collaborating Practices. We each agree to comply with our individual obligations as set out in Schedule 5. We each agree that payment is utilised in a manner that constitutes an efficient and effective use of NHS funding. INFORMATION SHARING AND CONFIDENTIALITY For the purposes of this Agreement, confidential information means the provisions of this Agreement and all information provided in connection with this Agreement which is secret or otherwise not publicly available (in both cases in its entirety or in part) including commercial, financial, marketing or technical information, know- how, trade secrets or business methods, in all cases whether disclosed orally or in writing before or after the date of this Agreement. We may each request from any Collaborating Practice any information, including confidential information, which the requesting Collaborating Practice, acting reasonably, considers is necessary to enable us to carry out the activity of our PCN Grouping as set out in this Agreement. Such information may include (but is not limited to) patient records, information on expenditure on PCN Grouping related activity, information on performance of activity under this Agreement and information on, or relevant to, staff sharing arrangements. Where information, including confidential information, is requested by a Collaborating Practice, acting reasonably, for submission to the Commissioner for the purposes of showing compliance with the requirements of the ES and/or the Seasonal Influenza ES, we will, provided we are satisfied that there is a lawful basis for doing so, provide the information as requested. Provided information is requested in accordance with Clause 28 we agree that we will not unreasonably withhold agreement to share information following a request from another Collaborating Practice. We will use reasonable endeavours to ensure that any information provided to another Collaborating Practice in accordance with this Agreement is accurate in all material respects and we will provide such information within reasonable timescales and in the format requested, having regard to any due contractual, and subject to any other legal, obligations. We agree that sharing and processing of patient records and other information considered to be personal data under any applicable data protection legislation will take place as and when it is required. We each agree to comply with our individual obligations as set out in the Data Sharing Agreement at Annex 1. Subject to Clause 34 and/or unless the information is to be provided to the Commissioner to show compliance with the requirements of the ES and/or the Seasonal Influenza ES, we will keep confidential all confidential information disclosed to any one of us by any Collaborating Practice in connection with this Agreement and we will use all reasonable endeavours to prevent staff in our organisations or any other person under our express or implied control from making any disclosure to any person of that information. In addition to disclosing any confidential information to the Commissioner for the purposes of the ES and/or the Seasonal Influenza ES (and payment and verification under the ES and/or the Seasonal Influenza ES), any Collaborating Practice may disclose another Collaborating Practice’s confidential information: to comply with applicable legislation; to any appropriate regulatory body; in connection with any dispute resolution or litigation between the Collaborating Practices; and as permitted under any other express arrangement or other provision of this Agreement, provided that: the Collaborating Practice whose confidential information is being disclosed is, where practicable, given prior notification of the disclosure; and the disclosure is reasonably considered to be necessary. INDEMNITY ARRANGEMENTS Each Collaborating Practice accepts unlimited liability for: death or personal injury caused by its own negligence; and fraud committed by it or on its behalf. Save as set out in Clause 34, no Collaborating Practice shall be liable to any other for (a) any indirect or consequential loss or (b) any loss of use or loss of profits, business, contracts, revenues or anticipated savings whether arising from tort (including, without limitation, negligence or breach of statutory duty), breach of contract or otherwise. Each Collaborating Practice agrees to indemnify and keep indemnified the other Collaborating Practices (including the Host Practice) against all costs, claims, demands, liabilities and damages incurred or suffered by a Collaborating Practice as a result of any act or omission of the indemnifying Collaborating Practice, or its employees or agents except in so far as such costs, claims, demands, liabilities or damages arise or are contributed to as a result of any act or omission of any other Collaborating Practice or of its employees or agents. Each Collaborating Practice shall ensure that its indemnity and insurance arrangements during the term of this Agreement are sufficient to cover its liabilities under this Agreement, including liabilities in respect of Staff and any third parties attending any premises for the purposes of delivering the requirements of the ES and the Seasonal Influenza ES. Any Collaborating Practice shall upon request produce to another evidence that the indemnity and insurance arrangements are in place and up-to-date. The Clinical Negligence Scheme for General Practice (CNSGP) provides clinical negligence indemnity cover for all staff engaged by a Collaborating Practice under the CNSGP Regulations. It covers NHS activities delivered by a Part 4 contractor under a Primary Medical Services contract (including an NHS standard contract with Schedule 2L), a Primary Medical Services sub-contractor, or the provision of ‘Ancillary Health Services’ for a Part 4 contractor or Primary Medical Services sub-contractor such as an Enhanced Service. Cover under CNSGP is not restricted to a Collaborating practice’s registered patients so applies to the provision of the ES by the Collaborating Practices to a person such as practice staff who are not on the registered list of that Collaborating Practice. The Collaborating Practices shall take reasonable steps to advise any relevant Staff that they should consider whether they are covered by appropriate professional indemnity arrangements in respect of their involvement or activities in delivering the requirements of the ES and the Seasonal Influenza ES. If and to To the extent that the indemnity arrangements set out in Clauses 34 parties mutually agree on a JOINT BUSINESS PLAN providing for the addition or deletion of territories or product categories to 38 conflict with indemnity arrangements in any other agreement or memorandum of understanding relating to the engagement of Staff to deliver the requirements of the ES and the Seasonal Influenza ES, the provisions of this agreement shall apply. SUB-CONTRACTING OF CLINICAL MATTERS We have agreed the sub-contracting of clinical matters set out at Schedule 6 which we consider is necessary to deliver the requirements of the ES and the Seasonal Influenza ES. Each Party shall, before undertaking such sub-contracted clinical services, assure itself that the proposed sub-contracted services are covered by the indemnity arrangements under the Clinical Negligence Scheme for General Practice. INTELLECTUAL PROPERTY For the purposes of this Agreement, intellectual property means rights in and to inventions, patents, design rights (registered or unregistered10(a), copyrights, rights in confidential information, database rights and any similar or analogous rights that exist anywhere in the world and including any application for any registration of the foregoing. Each of us has our own existing intellectual property and we will retain the ownership of our respective intellectual property rightsSchedule 10(a) shall be amended accordingly. If any territory or product category is not identified on (or is deleted from) Schedule 10(a), JDI shall not be licensed any rights in respect of us creates any new intellectual property STRAIGHT PRODUCTS or FOLLOW PRODUCTS in such territory or product category. JDI shall use reasonable efforts to implement the course currently approved JOINT BUSINESS PLAN; provided, that SCJ’s sole remedy with respect to JDI’s breach of this Agreementobligation shall be that set forth in Section 10(b), the Collaborating Practice which creates the intellectual property will own the rights to that intellectual property unless agreed otherwise. We agree that in the interest and no such breach of our PCN Grouping we will grant to each other this obligation shall be considered a royalty free non-exclusive license to use our existing and newly created intellectual property “breach” or “default” for the purposes of fulfilment of our obligations under this Agreement. MEETINGS AND DECISION-MAKING Meetings We will arrange and attend meetings as often as is necessary to discuss any issues relating to the ES and the Seasonal Influenza ES including (but not limited to) performance, strategies and the operating environment relating to the delivery of the requirements of the ES and the Seasonal Influenza ES. We will agree an agenda prior to each meeting and ensure papers are circulated to each Collaborating Practice in advance. With the agreement of Collaborating Practices (such agreement not to be unreasonably withheld), partners who are not Collaborating Practices may attend meetings of the Collaborating Practices to participate in discussions for the efficient and effective delivery of the requirements of the ES and the Seasonal Influenza ES. Meetings generally and decision-making Further arrangements relating to meetings of the Collaborating Practices including (but not limited to) ways in which meetings can be held, attendance and quorum requirements, and how decisions are made are set out in Schedule 7. JOINING THE PCN GROUPING A person or organisation may from time to time indicate to one or more Collaborating Practices that it wishes to join our PCN Grouping. Where this occurs, the relevant Collaborating Practice(s) will notify the others and the request shall be discussed by all other Collaborating Practices as soon as practicable, as per the governance arrangements set out within Schedule 7. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, it will be considered and decided whether it is appropriate for that person or organisation to join our PCN Grouping. We acknowledge that a person or organisation seeking to join our PCN Grouping must comply with the process of participation in the ES and the Seasonal Influenza ES, which includes an agreement in writing with the Commissioner in relation to its participation in the ES and the Seasonal Influenza ES. Where a person or organisation joins our PCN Grouping, this Agreement will be updated in accordance with the variation procedure set out in Clause 66 to include reference to that person or organisation as a Collaborating Practice and to reflect any consequential amendments to the Schedules of this Agreement that have been determined. LEAVING THE PCN GROUPING Clauses 54 to 65 below set out the minimum requirements relating to situations where a Collaborating Practice departs or is required to leave our PCN Grouping. Voluntary departure A Collaborating Practice may choose to leave our PCN Grouping by giving no less than 35 days’ notice to the other Collaborating Practices. From the date the Collaborating Practice leaves our PCN Grouping, that Collaborating Practice will also be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any requirements of the ES and the Seasonal Influenza ES. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the consequences of that Collaborating Practice’s departure in relation to our activities under this Agreement, financial arrangements, staffing arrangements and any other PCN Grouping related matters; the actions required of the departing Collaborating Practice; and the actual leaving date. The departing Collaborating Practice agrees to comply with all reasonable actions that are determined to be required of it before the actual leaving date. Such actions may include executing such documents and/or providing such information as required to ensure the delivery of the requirements of the ES and the Seasonal Influenza ES can be continued by the remaining Collaborating Practices. If any actions are not completed prior to the actual leaving date, the departing Collaborating Practice will complete those actions as soon as practicable after that date. With effect from the date the Collaborating Practice leaves our PCN Grouping, we will ensure that this Agreement is updated in accordance with the variation procedure set out in Clause 66 to remove references to the departed Collaborating Practice and to reflect any changes to the Schedules that have been determined, including, without limitation, changes to our activities taking into account any relevant requirements of the ES and the Seasonal Influenza ES. Expulsion A Collaborating Practice may be required to leave our PCN Grouping in certain circumstances. These include committing an act or omission set out in Clause 59 or where an event set out in Clause 7 below occurs. From the date a Collaborating Practice is expelled from or required to leave our PCN Grouping, that Collaborating Practice will be removed from this Agreement and the Agreement will coSection 13.

Activities. We have nominated, and the Commissioner has approved, the premises at [insert location] as the premises from which the COVID-19 vaccination as set out in the ES will be delivered to eligible patients (the “Designated Site”). We have agreed to deliver Seasonal Influenza vaccination from the Designated Site in accordance with Schedule 9. [The property arrangements for the use of the Designated Site(s) are set out at Schedule 1.] We have agreed that the [insert name] practice shall be the Host Practice, which shall provide the Host Services set out at Schedule 2 from the Commencement Date and subject to Clause 65 unless or until it is terminated in accordance with Clause 2. We agree that as members of our Network we will aim to work together in a collaborative manner to deliver the requirements of the ESnetwork-based services. The arrangements for this collaborative working are will be set out in Schedule 3. We acknowledge that Schedule 3 which describes the activities which will be undertaken by us Core Network Practices and includes our arrangements for how we those which will deliver the clinics and responsibility is shared between us. Schedule 3 also sets out the agreed governance arrangements be undertaken by all Members in relation to the delivery of any “pop up” clinics from which we will administer COVID-19 vaccinations. Unless by exception and agreed with the Commissioner in writing for a specific period, we shall administer the majority of COVID-19 vaccinations from the Designated Siteour Network. We each agree to comply with our individual obligations as set out in Schedule 3. [21A. FINANCIAL ARRANGEMENTS We also agree acknowledge that we will work together in a collaborative manner to deliver the requirements of the Seasonal Influenza ES. The arrangements for this collaborative working are set out in Schedule 9 which 4 describes the activities which will be undertaken by us and includes our financial arrangements for how we will deliver between the clinics and responsibility is shared between us. Schedule 9 also sets out the agreed governance Core Network Practices and, if relevant, financial arrangements in relation relating to the delivery of any “pop up” clinics from which we will administer seasonal influenza vaccinations. We shall administer the majority of the seasonal influenza vaccinations supplied by us to our temporary single medical practice from the Designated Siteother Members. We each agree to comply with our individual obligations as set out in Schedule 9.] 4. We each agree that where we receive payments to carry out any activity under this Agreement, that payment is utilised in a manner that constitutes an efficient and effective use of NHS funding. WORKFORCE The aim of our Network is to deliver integrated primary and community health care services as outlined in Schedule 3, supported by an integrated workforce team. Although the aim of our Network is to work as an integrated primary and community health care team, we will each have individual responsibility for our own staff. This Agreement does not automatically cover the arrangements for staff employed by individual Members relating to services that are satisfied that outside the Collaborating Practicesscope of this Agreement, working together as the PCN Grouping is a temporary single medical practice and that the Patients who attend for COVID-19 vaccinations and/or Seasonal Influenza vaccinations are attending what is deemed to but it can be a temporary single medical practice for the purpose of regulations 3(8)(b) and 3A(1) and regulation 3(5), (8) and (9) of the Human Medicines Regulations 2012expanded should Members so wish. STAFF SHARING ARRANGEMENTS We acknowledge that Schedule 4.1 5 sets out arrangements, workforce arrangements including the employment arrangements of any additional staff. We acknowledge that “additional staff” here refers to additional staff as defined and further explained in the form of a Memorandum of Understanding in relation to staff, including Network Contract DES specification. Schedule 5 may also set out any arrangements for the re-deployment organisation of existing staff of the Collaborating Practices “Staff”)] for the purposes of delivering the COVID-19 Vaccination Programme. By signing the Memorandum of Understanding at Schedule 4.1 we each agree to comply with carrying out activity for our individual obligations as set out in it. FINANCIAL ARRANGEMENTS We acknowledge that Schedule 5 describes the financial arrangements between the Collaborating PracticesNetwork. We each agree to comply with our individual obligations as set out in Schedule 5. Where an individual is engaged by a Member for the purpose of carrying out an activity set out in this Agreement, we will include in Schedule 5 the employment arrangements and how the relevant individual will be deployed in relation to the relevant activity. The Core Network Practices must ensure that at all times a Clinical Director has been appointed and is in place. The Clinical Director will have responsibility for delivering the relevant role requirements set out in the Network Contract DES specification. We each may agree that payment is utilised additional role requirements for the Clinical Director. If we agree additional role requirements, these will be set out in a manner that constitutes an efficient Schedule 2 and effective use these will be in addition to and not replace the role requirements set out in the Network Contract DES specification. The name of NHS fundingthe Clinical Director and the method of appointment are set out in Schedule 1. INFORMATION SHARING AND CONFIDENTIALITY For the purposes of this Agreement, confidential information means the provisions of this Agreement and all information provided in connection with this Agreement which is secret or otherwise not publicly available (in both cases in its entirety or in part) including commercial, financial, marketing or technical information, know- how, trade secrets or business methods, in all cases whether disclosed orally or in writing before or after the date of this Agreement. We may each request from any Collaborating Practice Member any information, including confidential information, which the requesting Collaborating PracticeMember, acting reasonably, considers is necessary to enable us to carry out the activity of our PCN Grouping Network as set out in this Agreement. Such information may include (but is not limited to) patient records, information on expenditure on PCN Grouping Network related activity, information on performance of activity under this Agreement and information on, or relevant to, staff sharing on workforce arrangements. Where information, including confidential information, is requested by a Collaborating Core Network Practice, acting reasonably, for submission to the Commissioner commissioner for the purposes of showing compliance with the requirements of the ES and/or the Seasonal Influenza ESNetwork Contract DES specification, we will, provided we are satisfied that there is a lawful basis for doing so, will provide the information as so requested. Provided information is requested in accordance with Clause 28 33, we agree that we will not unreasonably withhold agreement to share information following a request from another Collaborating PracticeMember. We will use reasonable endeavours to ensure that any information provided to another Collaborating Practice Member in accordance with this Agreement is accurate in all material respects and we will provide such information within reasonable timescales and in the format requested, having regard to any due contractual, and subject to any other legal, contractual or legal obligations. We agree that sharing and processing of patient records and other information considered to be personal data under any applicable data protection legislation will take place as and when it is required. We each agree to comply with our individual obligations as set out in Before any personal data is shared between any Members, the Data Sharing Agreement at Annex 1relevant Members will enter into a data sharing agreement. If any Member processes personal data on behalf of other Members, the relevant Members will enter into a data processing agreement. Subject to Clause 34 39 below and/or unless the information is to be provided to the Commissioner a commissioner to show compliance with the requirements of the ES and/or the Seasonal Influenza ESNetwork Contract DES specification, we will keep confidential all confidential information disclosed to any one of us by any Collaborating Practice Member in connection with this Agreement and we will use all reasonable endeavours to prevent staff in our organisations or any other person under our express or implied control from making any disclosure to any person of that information. In addition to disclosing any confidential information to the Commissioner commissioner for the purposes of the ES and/or the Seasonal Influenza ES (and payment and verification under the ES and/or the Seasonal Influenza ES)Network Contract DES, any Collaborating Practice Member may disclose another Collaborating PracticeMember’s confidential information: to comply with applicable legislation; to any appropriate regulatory body; in connection with any dispute resolution or litigation between the Collaborating PracticesMembers; and as permitted under any other express arrangement or other provision of this Agreement, provided that: the Collaborating Practice Member whose confidential information is being disclosed is, where practicable, given prior notification of the disclosure; and the disclosure is reasonably considered to be necessary. INDEMNITY ARRANGEMENTS Each Collaborating Practice accepts unlimited liability for: death or personal injury caused by its own negligence; and fraud committed by it or on its behalfwhere practicable, the intent to disclose is discussed with the Clinical Director prior to the disclosure. Save as We may agree additional arrangements in relation to information sharing and confidentiality. If we agree additional arrangements, these will be set out in Clause 34, no Collaborating Practice shall be liable to Schedule 2. We acknowledge that any other for (a) any indirect or consequential loss or (b) any loss of use or loss of profits, business, contracts, revenues or anticipated savings whether arising from tort (including, without limitation, negligence or breach of statutory duty), breach of contract or otherwise. Each Collaborating Practice agrees to indemnify and keep indemnified the other Collaborating Practices (including the Host Practice) against all costs, claims, demands, liabilities and damages incurred or suffered by a Collaborating Practice as a result of any act or omission of the indemnifying Collaborating Practice, or its employees or agents except in so far as such costs, claims, demands, liabilities or damages arise or are contributed to as a result of any act or omission of any other Collaborating Practice or of its employees or agents. Each Collaborating Practice shall ensure that its indemnity and insurance arrangements during the term of this Agreement are sufficient to cover its liabilities under this Agreement, including liabilities in respect of Staff and any third parties attending any premises for the purposes of delivering the requirements of the ES and the Seasonal Influenza ES. Any Collaborating Practice shall upon request produce to another evidence that the indemnity and insurance arrangements are in place and up-to-date. The Clinical Negligence Scheme for General Practice (CNSGP) provides clinical negligence indemnity cover for all staff engaged by a Collaborating Practice under the CNSGP Regulations. It covers NHS activities delivered by a Part 4 contractor under a Primary Medical Services contract (including an NHS standard contract with Schedule 2L), a Primary Medical Services sub-contractor, or the provision of ‘Ancillary Health Services’ for a Part 4 contractor or Primary Medical Services sub-contractor such as an Enhanced Service. Cover under CNSGP is not restricted to a Collaborating practice’s registered patients so applies to the provision of the ES by the Collaborating Practices to a person such as practice staff who are not on the registered list of that Collaborating Practice. The Collaborating Practices shall take reasonable steps to advise any relevant Staff that they should consider whether they are covered by appropriate professional indemnity arrangements in respect of their involvement or activities in delivering the requirements of the ES and the Seasonal Influenza ES. If and to the extent that the indemnity additional arrangements set out in Schedule 2 will be in addition to, and will not replace, Clauses 34 32 to 38 conflict with indemnity arrangements in any other agreement or memorandum of understanding relating to the engagement of Staff to deliver the requirements of the ES 39. CONFLICTS OF INTEREST The Core Network Practices and the Seasonal Influenza ESClinical Director will develop arrangements for managing conflicts of interest. The conflicts of interest arrangements will include arrangements for identifying and declaring interests, maintaining a register of interests, and the management of any conflicts of interest. Once agreed by the Core Network Practices, the provisions of this agreement shall apply. SUB-CONTRACTING OF CLINICAL MATTERS We have agreed the sub-contracting of clinical matters set out at Schedule 6 which we consider is necessary arrangements will apply to deliver the requirements of the ES and the Seasonal Influenza ES. Each Party shall, before undertaking such sub-contracted clinical services, assure itself that the proposed sub-contracted services are covered by the indemnity arrangements under the Clinical Negligence Scheme for General Practiceall Members. INTELLECTUAL PROPERTY For the purposes of this Agreement, intellectual property means rights in and to inventions, patents, design rights (registered or unregistered), copyrights, rights in confidential information, database rights and any similar or analogous rights that exist anywhere in the world and including any application for any registration of the foregoing. Each of us has our own existing intellectual property and we will retain the ownership of our respective intellectual property rights. If any of us creates any new intellectual property in the course of this Agreement, the Collaborating Practice Member which creates the intellectual property will own the rights to that intellectual property unless agreed otherwise. We agree that in the interest of our PCN Grouping Network we will grant to each other a royalty free non-exclusive license to use our existing and newly created intellectual property for the purposes of fulfilment of our obligations under this Agreement. We may decide a different approach to intellectual property matters. If we agree on a different approach, we will set this out in Schedule 2 and that approach in Schedule 2 will replace Clauses 44 to 47. MEETINGS AND DECISION-MAKING Meetings We will arrange and attend meetings as often as is necessary to discuss any issues relating to the ES and the Seasonal Influenza ES including (but not limited to) performance, strategies and the operating environment relating to the delivery of the requirements of the ES and the Seasonal Influenza ES. We will agree an agenda prior to each meeting and ensure papers are circulated to each Collaborating Practice in advance. With the agreement of Collaborating Practices (such agreement not to be unreasonably withheld), partners who are not Collaborating Practices may attend meetings of the Collaborating Practices to participate in discussions for the efficient and effective delivery of the requirements of the ES and the Seasonal Influenza ES. Meetings generally and decision-making Further arrangements relating to meetings of the Collaborating Practices including (but not limited to) ways in which meetings can be held, attendance and quorum requirements, and how decisions are made are set out in Schedule 7. JOINING THE PCN GROUPING A person or organisation may from time to time indicate to one or more Collaborating Practices that it wishes to join our PCN Grouping. Where this occurs, the relevant Collaborating Practice(s) will notify the others and the request shall be discussed by all other Collaborating Practices as soon as practicable, as per the governance arrangements set out within Schedule 7. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, it will be considered and decided whether it is appropriate for that person or organisation to join our PCN Grouping. We acknowledge that a person or organisation seeking to join our PCN Grouping must comply with the process of participation in the ES and the Seasonal Influenza ES, which includes an agreement in writing with the Commissioner in relation to its participation in the ES and the Seasonal Influenza ES. Where a person or organisation joins our PCN Grouping, this Agreement will be updated in accordance with the variation procedure set out in Clause 66 to include reference to that person or organisation as a Collaborating Practice and to reflect any consequential amendments to the Schedules of this Agreement that have been determined. LEAVING THE PCN GROUPING Clauses 54 to 65 below set out the minimum requirements relating to situations where a Collaborating Practice departs or is required to leave our PCN Grouping. Voluntary departure A Collaborating Practice may choose to leave our PCN Grouping by giving no less than 35 days’ notice to the other Collaborating Practices. From the date the Collaborating Practice leaves our PCN Grouping, that Collaborating Practice will also be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any requirements of the ES and the Seasonal Influenza ES. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the consequences of that Collaborating Practice’s departure in relation to our activities under this Agreement, financial arrangements, staffing arrangements and any other PCN Grouping related matters; the actions required of the departing Collaborating Practice; and the actual leaving date. The departing Collaborating Practice agrees to comply with all reasonable actions that are determined to be required of it before the actual leaving date. Such actions may include executing such documents and/or providing such information as required to ensure the delivery of the requirements of the ES and the Seasonal Influenza ES can be continued by the remaining Collaborating Practices. If any actions are not completed prior to the actual leaving date, the departing Collaborating Practice will complete those actions as soon as practicable after that date. With effect from the date the Collaborating Practice leaves our PCN Grouping, we will ensure that this Agreement is updated in accordance with the variation procedure set out in Clause 66 to remove references to the departed Collaborating Practice and to reflect any changes to the Schedules that have been determined, including, without limitation, changes to our activities taking into account any relevant requirements of the ES and the Seasonal Influenza ES. Expulsion A Collaborating Practice may be required to leave our PCN Grouping in certain circumstances. These include committing an act or omission set out in Clause 59 or where an event set out in Clause 7 below occurs. From the date a Collaborating Practice is expelled from or required to leave our PCN Grouping, that Collaborating Practice will be removed from this Agreement and the Agreement will coMAKING

Activities. We have nominated, and the Commissioner has approved, the premises at [insert location] as the premises from which the COVID-19 vaccination as set out in the ES will be delivered to eligible patients (the “Designated Site”). We have agreed to deliver Seasonal Influenza vaccination from the Designated Site in accordance with Schedule 9. [The property arrangements for the use of the Designated Site(s) are set out at Schedule 1.] We have agreed that the [insert name] practice shall be the Host Practice, which shall provide the Host Services set out at Schedule 2 from the Commencement Date and subject to Clause 65 unless or until it is terminated in accordance with Clause 2. We agree that we will work together in a collaborative manner to deliver the requirements of the ES. The arrangements for this collaborative working are set out in Schedule 3 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 3 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer COVID-19 vaccinations. Unless by exception and agreed with the Commissioner in writing for a specific period, we shall administer the majority of COVID-19 vaccinations from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 3. [21A. We also agree that we will work together in a collaborative manner to deliver the requirements of the Seasonal Influenza ESES during the period prior to the commencement of subsequent vaccinations to eligible Patients who have or could have previously received an initial course of COVID-19 vaccinations in accordance with the Enhanced Service Specification: COVID-19 vaccination programme: 2022/23 only. The arrangements for this collaborative working are set out in Schedule 9 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 9 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer seasonal influenza vaccinations. We shall administer the majority of the seasonal influenza vaccinations supplied by us to our temporary single medical practice from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 9.] We are satisfied that the Collaborating Practices, working together as the PCN Grouping is a temporary single medical practice and that the Patients who attend for COVID-19 vaccinations and/or Seasonal Influenza vaccinations are attending what is deemed to be a temporary single medical practice for the purpose of regulations 3(8)(b) and 3A(1) and regulation 3(5), (8) and (9) of the Human Medicines Regulations 2012. STAFF SHARING ARRANGEMENTS We acknowledge that Schedule 4.1 sets out arrangements, in the form of a Memorandum of Understanding in relation to staff, including any arrangements for the re-deployment of existing staff of the Collaborating Practices “Staff”)] for the purposes of delivering the COVID-19 COVID 19 Vaccination Programme. By signing the Memorandum of Understanding at Schedule 4.1 we each agree to comply with our individual obligations as set out in it. FINANCIAL ARRANGEMENTS We acknowledge that Schedule 5 describes the financial arrangements between the Collaborating Practices. We each agree to comply with our individual obligations as set out in Schedule 5. We each agree that payment is utilised in a manner that constitutes an efficient and effective use of NHS funding. INFORMATION SHARING AND CONFIDENTIALITY For the purposes of this Agreement, confidential information means the provisions of this Agreement and all information provided in connection with this Agreement which is secret or otherwise not publicly available (in both cases in its entirety or in part) including commercial, financial, marketing or technical information, know- how, trade secrets or business methods, in all cases whether disclosed orally or in writing before or after the date of this Agreement. We may each request from any Collaborating Practice any information, including confidential information, which the requesting Collaborating Practice, acting reasonably, considers is necessary to enable us to carry out the activity of our PCN Grouping as set out in this Agreement. Such information may include (but is not limited to) patient records, information on expenditure on PCN Grouping related activity, information on performance of activity under this Agreement and information on, or relevant to, staff sharing arrangements. Where information, including confidential information, is requested by a Collaborating Practice, acting reasonably, for submission to the Commissioner for the purposes of showing compliance with the requirements of the ES and/or the Seasonal Influenza ES, we will, provided we are satisfied that there is a lawful basis for doing so, provide the information as requested. Provided information is requested in accordance with Clause 28 we agree that we will not unreasonably withhold agreement to share information following a request from another Collaborating Practice. We will use reasonable endeavours to ensure that any information provided to another Collaborating Practice in accordance with this Agreement is accurate in all material respects and we will provide such information within reasonable timescales and in the format requested, having regard to any due contractual, and subject to any other legal, obligations. We agree that sharing and processing of patient records and other information considered to be personal data under any applicable data protection legislation will take place as and when it is required. We each agree to comply with our individual obligations as set out in the Data Sharing Agreement at Annex 1. Subject to Clause 34 and/or unless the information is to be provided to the Commissioner to show compliance with the requirements of the ES and/or the Seasonal Influenza ES, we will keep confidential all confidential information disclosed to any one of us by any Collaborating Practice in connection with this Agreement and we will use all reasonable endeavours to prevent staff in our organisations or any other person under our express or implied control from making any disclosure to any person of that information. In addition to disclosing any confidential information to the Commissioner for the purposes of the ES and/or the Seasonal Influenza ES (and payment and verification under the ES and/or the Seasonal Influenza ES), any Collaborating Practice may disclose another Collaborating Practice’s confidential information: to comply with applicable legislation; to any appropriate regulatory body; in connection with any dispute resolution or litigation between the Collaborating Practices; and as permitted under any other express arrangement or other provision of this Agreement, provided that: the Collaborating Practice whose confidential information is being disclosed is, where practicable, given prior notification of the disclosure; and the disclosure is reasonably considered to be necessary. INDEMNITY ARRANGEMENTS Each Collaborating Practice accepts unlimited liability for: death or personal injury caused by its own negligence; and fraud committed by it or on its behalf. Save as set out in Clause 34, no Collaborating Practice shall be liable to any other for (a) any indirect or consequential loss or (b) any loss of use or loss of profits, business, contracts, revenues or anticipated savings whether arising from tort (including, without limitation, negligence or breach of statutory duty), breach of contract or otherwise. Each Collaborating Practice agrees to indemnify and keep indemnified the other Collaborating Practices (including the Host Practice) against all costs, claims, demands, liabilities and damages incurred or suffered by a Collaborating Practice as a result of any act or omission of the indemnifying Collaborating Practice, or its employees or agents except in so far as such costs, claims, demands, liabilities or damages arise or are contributed to as a result of any act or omission of any other Collaborating Practice or of its employees or agents. Each Collaborating Practice shall ensure that its indemnity and insurance arrangements during the term of this Agreement are sufficient to cover its liabilities under this Agreement, including liabilities in respect of Staff and any third parties attending any premises for the purposes of delivering the requirements of the ES and the Seasonal Influenza ES. Any Collaborating Practice shall upon request produce to another evidence that the indemnity and insurance arrangements are in place and up-to-date. The Clinical Negligence Scheme for General Practice (CNSGP) provides clinical negligence indemnity cover for all staff engaged by a Collaborating Practice under the CNSGP Regulations. It covers NHS activities delivered by a Part 4 contractor under a Primary Medical Services contract (including an NHS standard contract with Schedule 2L), a Primary Medical Services sub-contractor, or the provision of ‘Ancillary Health Services’ for a Part 4 contractor or Primary Medical Services sub-contractor such as an Enhanced Service. Cover under CNSGP is not restricted to a Collaborating practice’s registered patients so applies to the provision of the ES by the Collaborating Practices to a person such as practice staff who are not on the registered list of that Collaborating Practice. The Collaborating Practices shall take reasonable steps to advise any relevant Staff that they should consider whether they are covered by appropriate professional indemnity arrangements in respect of their involvement or activities in delivering the requirements of the ES and the Seasonal Influenza ES. If and to the extent that the indemnity arrangements set out in Clauses 34 to 38 conflict with indemnity arrangements in any other agreement or memorandum of understanding relating to the engagement of Staff to deliver the requirements of the ES and the Seasonal Influenza ES, the provisions of this agreement shall apply. SUB-CONTRACTING OF CLINICAL MATTERS We have agreed the sub-contracting of clinical matters set out at Schedule 6 which we consider is necessary to deliver the requirements of the ES and the Seasonal Influenza ES. Each Party shall, before undertaking such sub-contracted clinical services, assure itself that the proposed sub-contracted services are covered by the indemnity arrangements under the Clinical Negligence Scheme for General Practice. INTELLECTUAL PROPERTY For the purposes of this Agreement, intellectual property means rights in and to inventions, patents, design rights (registered or unregistered), copyrights, rights in confidential information, database rights and any similar or analogous rights that exist anywhere in the world and including any application for any registration of the foregoing. Each of us has our own existing intellectual property and we will retain the ownership of our respective intellectual property rights. If any of us creates any new intellectual property in the course of this Agreement, the Collaborating Practice which creates the intellectual property will own the rights to that intellectual property unless agreed otherwise. We agree that in the interest of our PCN Grouping we will grant to each other a royalty free non-exclusive license to use our existing and newly created intellectual property for the purposes of fulfilment of our obligations under this Agreement. MEETINGS AND DECISION-MAKING Meetings We will arrange and attend meetings as often as is necessary to discuss any issues relating to the ES and the Seasonal Influenza ES including (but not limited to) performance, strategies and the operating environment relating to the delivery of the requirements of the ES and the Seasonal Influenza ES. We will agree an agenda prior to each meeting and ensure papers are circulated to each Collaborating Practice in advance. With the agreement of Collaborating Practices (such agreement not to be unreasonably withheld), partners who are not Collaborating Practices may attend meetings of the Collaborating Practices to participate in discussions for the efficient and effective delivery of the requirements of the ES and the Seasonal Influenza ES. Meetings generally and decision-making Further arrangements relating to meetings of the Collaborating Practices including (but not limited to) ways in which meetings can be held, attendance and quorum requirements, and how decisions are made are set out in Schedule 7. JOINING THE PCN GROUPING A person or organisation may from time to time indicate to one or more Collaborating Practices that it wishes to join our PCN Grouping. Where this occurs, the relevant Collaborating Practice(s) will notify the others and the request shall be discussed by all other Collaborating Practices as soon as practicable, as per the governance arrangements set out within Schedule 7. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, it will be considered and decided whether it is appropriate for that person or organisation to join our PCN Grouping. We acknowledge that a person or organisation seeking to join our PCN Grouping must comply with the process of participation in the ES and the Seasonal Influenza ES, which includes an agreement in writing with the Commissioner in relation to its participation in the ES and the Seasonal Influenza ES. Where a person or organisation joins our PCN Grouping, this Agreement will be updated in accordance with the variation procedure set out in Clause 66 to include reference to that person or organisation as a Collaborating Practice and to reflect any consequential amendments to the Schedules of this Agreement that have been determined. LEAVING THE PCN GROUPING Clauses 54 to 65 below set out the minimum requirements relating to situations where a Collaborating Practice departs or is required to leave our PCN Grouping. Voluntary departure A Collaborating Practice may choose to leave our PCN Grouping by giving no less than 35 days’ notice to the other Collaborating Practices. From the date the Collaborating Practice leaves our PCN Grouping, that Collaborating Practice will also be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any requirements of the ES and the Seasonal Influenza ES. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the consequences of that Collaborating Practice’s departure in relation to our activities under this Agreement, financial arrangements, staffing arrangements and any other PCN Grouping related matters; the actions required of the departing Collaborating Practice; and the actual leaving date. The departing Collaborating Practice agrees to comply with all reasonable actions that are determined to be required of it before the actual leaving date. Such actions may include executing such documents and/or providing such information as required to ensure the delivery of the requirements of the ES and the Seasonal Influenza ES can be continued by the remaining Collaborating Practices. If any actions are not completed prior to the actual leaving date, the departing Collaborating Practice will complete those actions as soon as practicable after that date. With effect from the date the Collaborating Practice leaves our PCN Grouping, we will ensure that this Agreement is updated in accordance with the variation procedure set out in Clause 66 to remove references to the departed Collaborating Practice and to reflect any changes to the Schedules that have been determined, including, without limitation, changes to our activities taking into account any relevant requirements of the ES and the Seasonal Influenza ES. Expulsion A Collaborating Practice may be required to leave our PCN Grouping in certain circumstances. These include committing an act or omission set out in Clause 59 or where an event set out in Clause 7 below occurs. From the date a Collaborating Practice is expelled from or required to leave our PCN Grouping, that Collaborating Practice will be removed from this Agreement and the Agreement will co.

Activities. We have nominated, and the Commissioner has approved, the premises at [insert location] as the premises from which the COVID-19 vaccination as set out in the ES will be delivered to eligible patients (the “Designated Site”). We have agreed to deliver Seasonal Influenza vaccination from the Designated Site in accordance with Schedule 9. [The property arrangements for the use of the Designated Site(s) are set out at Schedule 1.] We have agreed that the [insert name] practice shall be the Host Practice, which shall provide the Host Services set out at Schedule 2 from the Commencement Date and subject to Clause 65 unless or until it is terminated in accordance with Clause 2. We agree that we will work together in a collaborative manner to deliver the requirements of the ES. The arrangements for this collaborative working are set out in Schedule 3 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 3 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer COVID-19 vaccinations. Unless by exception and agreed with the Commissioner in writing for a specific period, we shall administer the majority of COVID-19 vaccinations from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 3. [21A. We also agree that we will work together in a collaborative manner to deliver the requirements of the Seasonal Influenza ESES during the period prior to the commencement of subsequent vaccinations to eligible Patients who have or could have previously received an initial course of COVID-19 vaccinations in accordance with the Enhanced Service Specification: COVID-19 vaccination programme: phase 5 2022/23 only. The arrangements for this collaborative working are set out in Schedule 9 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 9 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer seasonal influenza vaccinations. We shall administer the majority of the seasonal influenza vaccinations supplied by us to our temporary single medical practice from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 9.] We are satisfied that the Collaborating Practices, working together as the PCN Grouping is a temporary single medical practice and that the Patients who attend for COVID-19 vaccinations and/or Seasonal Influenza vaccinations are attending what is deemed to be a temporary single medical practice for the purpose of regulations 3(8)(b) and 3A(1) and regulation 3(5), (8) and (9) of the Human Medicines Regulations 2012. STAFF SHARING ARRANGEMENTS We acknowledge that Schedule 4.1 sets out arrangements, in the form of a Memorandum of Understanding in relation to staff, including any arrangements for the re-deployment of existing staff of the Collaborating Practices “Staff”)] for the purposes of delivering the COVID-19 COVID 19 Vaccination Programme. By signing the Memorandum of Understanding at Schedule 4.1 we each agree to comply with our individual obligations as set out in it. FINANCIAL ARRANGEMENTS We acknowledge that Schedule 5 describes the financial arrangements between the Collaborating Practices. We each agree to comply with our individual obligations as set out in Schedule 5. We each agree that payment is utilised in a manner that constitutes an efficient and effective use of NHS funding. INFORMATION SHARING AND CONFIDENTIALITY For the purposes of this Agreement, confidential information means the provisions of this Agreement and all information provided in connection with this Agreement which is secret or otherwise not publicly available (in both cases in its entirety or in part) including commercial, financial, marketing or technical information, know- how, trade secrets or business methods, in all cases whether disclosed orally or in writing before or after the date of this Agreement. We may each request from any Collaborating Practice any information, including confidential information, which the requesting Collaborating Practice, acting reasonably, considers is necessary to enable us to carry out the activity of our PCN Grouping as set out in this Agreement. Such information may include (but is not limited to) patient records, information on expenditure on PCN Grouping related activity, information on performance of activity under this Agreement and information on, or relevant to, staff sharing arrangements. Where information, including confidential information, is requested by a Collaborating Practice, acting reasonably, for submission to the Commissioner for the purposes of showing compliance with the requirements of the ES and/or the Seasonal Influenza ES, we will, provided we are satisfied that there is a lawful basis for doing so, provide the information as requested. Provided information is requested in accordance with Clause 28 we agree that we will not unreasonably withhold agreement to share information following a request from another Collaborating Practice. We will use reasonable endeavours to ensure that any information provided to another Collaborating Practice in accordance with this Agreement is accurate in all material respects and we will provide such information within reasonable timescales and in the format requested, having regard to any due contractual, and subject to any other legal, obligations. We agree that sharing and processing of patient records and other information considered to be personal data under any applicable data protection legislation will take place as and when it is required. We each agree to comply with our individual obligations as set out in the Data Sharing Agreement at Annex 1. Subject to Clause 34 and/or unless the information is to be provided to the Commissioner to show compliance with the requirements of the ES and/or the Seasonal Influenza ES, we will keep confidential all confidential information disclosed to any one of us by any Collaborating Practice in connection with this Agreement and we will use all reasonable endeavours to prevent staff in our organisations or any other person under our express or implied control from making any disclosure to any person of that information. In addition to disclosing any confidential information to the Commissioner for the purposes of the ES and/or the Seasonal Influenza ES (and payment and verification under the ES and/or the Seasonal Influenza ES), any Collaborating Practice may disclose another Collaborating Practice’s confidential information: to comply with applicable legislation; to any appropriate regulatory body; in connection with any dispute resolution or litigation between the Collaborating Practices; and as permitted under any other express arrangement or other provision of this Agreement, provided that: the Collaborating Practice whose confidential information is being disclosed is, where practicable, given prior notification of the disclosure; and the disclosure is reasonably considered to be necessary. INDEMNITY ARRANGEMENTS Each Collaborating Practice accepts unlimited liability for: death or personal injury caused by its own negligence; and fraud committed by it or on its behalf. Save as set out in Clause 34, no Collaborating Practice shall be liable to any other for (a) any indirect or consequential loss or (b) any loss of use or loss of profits, business, contracts, revenues or anticipated savings whether arising from tort (including, without limitation, negligence or breach of statutory duty), breach of contract or otherwise. Each Collaborating Practice agrees to indemnify and keep indemnified the other Collaborating Practices (including the Host Practice) against all costs, claims, demands, liabilities and damages incurred or suffered by a Collaborating Practice as a result of any act or omission of the indemnifying Collaborating Practice, or its employees or agents except in so far as such costs, claims, demands, liabilities or damages arise or are contributed to as a result of any act or omission of any other Collaborating Practice or of its employees or agents. Each Collaborating Practice shall ensure that its indemnity and insurance arrangements during the term of this Agreement are sufficient to cover its liabilities under this Agreement, including liabilities in respect of Staff and any third parties attending any premises for the purposes of delivering the requirements of the ES and the Seasonal Influenza ES. Any Collaborating Practice shall upon request produce to another evidence that the indemnity and insurance arrangements are in place and up-to-date. The Clinical Negligence Scheme for General Practice (CNSGP) provides clinical negligence indemnity cover for all staff engaged by a Collaborating Practice under the CNSGP Regulations. It covers NHS activities delivered by a Part 4 contractor under a Primary Medical Services contract (including an NHS standard contract with Schedule 2L), a Primary Medical Services sub-contractor, or the provision of ‘Ancillary Health Services’ for a Part 4 contractor or Primary Medical Services sub-contractor such as an Enhanced Service. Cover under CNSGP is not restricted to a Collaborating practice’s registered patients so applies to the provision of the ES by the Collaborating Practices to a person such as practice staff who are not on the registered list of that Collaborating Practice. The Collaborating Practices shall take reasonable steps to advise any relevant Staff that they should consider whether they are covered by appropriate professional indemnity arrangements in respect of their involvement or activities in delivering the requirements of the ES and the Seasonal Influenza ES. If and to the extent that the indemnity arrangements set out in Clauses 34 to 38 conflict with indemnity arrangements in any other agreement or memorandum of understanding relating to the engagement of Staff to deliver the requirements of the ES and the Seasonal Influenza ES, the provisions of this agreement shall apply. SUB-CONTRACTING OF CLINICAL MATTERS We have agreed the sub-contracting of clinical matters set out at Schedule 6 which we consider is necessary to deliver the requirements of the ES and the Seasonal Influenza ES. Each Party shall, before undertaking such sub-contracted clinical services, assure itself that the proposed sub-contracted services are covered by the indemnity arrangements under the Clinical Negligence Scheme for General Practice. INTELLECTUAL PROPERTY For the purposes of this Agreement, intellectual property means rights in and to inventions, patents, design rights (registered or unregistered), copyrights, rights in confidential information, database rights and any similar or analogous rights that exist anywhere in the world and including any application for any registration of the foregoing. Each of us has our own existing intellectual property and we will retain the ownership of our respective intellectual property rights. If any of us creates any new intellectual property in the course of this Agreement, the Collaborating Practice which creates the intellectual property will own the rights to that intellectual property unless agreed otherwise. We agree that in the interest of our PCN Grouping we will grant to each other a royalty free non-exclusive license to use our existing and newly created intellectual property for the purposes of fulfilment of our obligations under this Agreement. MEETINGS AND DECISION-MAKING Meetings We will arrange and attend meetings as often as is necessary to discuss any issues relating to the ES and the Seasonal Influenza ES including (but not limited to) performance, strategies and the operating environment relating to the delivery of the requirements of the ES and the Seasonal Influenza ES. We will agree an agenda prior to each meeting and ensure papers are circulated to each Collaborating Practice in advance. With the agreement of Collaborating Practices (such agreement not to be unreasonably withheld), partners who are not Collaborating Practices may attend meetings of the Collaborating Practices to participate in discussions for the efficient and effective delivery of the requirements of the ES and the Seasonal Influenza ES. Meetings generally and decision-making Further arrangements relating to meetings of the Collaborating Practices including (but not limited to) ways in which meetings can be held, attendance and quorum requirements, and how decisions are made are set out in Schedule 7. JOINING THE PCN GROUPING A person or organisation may from time to time indicate to one or more Collaborating Practices that it wishes to join our PCN Grouping. Where this occurs, the relevant Collaborating Practice(s) will notify the others and the request shall be discussed by all other Collaborating Practices as soon as practicable, as per the governance arrangements set out within Schedule 7. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, it will be considered and decided whether it is appropriate for that person or organisation to join our PCN Grouping. We acknowledge that a person or organisation seeking to join our PCN Grouping must comply with the process of participation in the ES and the Seasonal Influenza ES, which includes an agreement in writing with the Commissioner in relation to its participation in the ES and the Seasonal Influenza ES. Where a person or organisation joins our PCN Grouping, this Agreement will be updated in accordance with the variation procedure set out in Clause 66 to include reference to that person or organisation as a Collaborating Practice and to reflect any consequential amendments to the Schedules of this Agreement that have been determined. LEAVING THE PCN GROUPING Clauses 54 to 65 below set out the minimum requirements relating to situations where a Collaborating Practice departs or is required to leave our PCN Grouping. Voluntary departure A Collaborating Practice may choose to leave our PCN Grouping by giving no less than 35 days’ notice to the other Collaborating Practices. From the date the Collaborating Practice leaves our PCN Grouping, that Collaborating Practice will also be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any requirements of the ES and the Seasonal Influenza ES. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the consequences of that Collaborating Practice’s departure in relation to our activities under this Agreement, financial arrangements, staffing arrangements and any other PCN Grouping related matters; the actions required of the departing Collaborating Practice; and the actual leaving date. The departing Collaborating Practice agrees to comply with all reasonable actions that are determined to be required of it before the actual leaving date. Such actions may include executing such documents and/or providing such information as required to ensure the delivery of the requirements of the ES and the Seasonal Influenza ES can be continued by the remaining Collaborating Practices. If any actions are not completed prior to the actual leaving date, the departing Collaborating Practice will complete those actions as soon as practicable after that date. With effect from the date the Collaborating Practice leaves our PCN Grouping, we will ensure that this Agreement is updated in accordance with the variation procedure set out in Clause 66 to remove references to the departed Collaborating Practice and to reflect any changes to the Schedules that have been determined, including, without limitation, changes to our activities taking into account any relevant requirements of the ES and the Seasonal Influenza ES. Expulsion A Collaborating Practice may be required to leave our PCN Grouping in certain circumstances. These include committing an act or omission set out in Clause 59 or where an event set out in Clause 7 below occurs. From the date a Collaborating Practice is expelled from or required to leave our PCN Grouping, that Collaborating Practice will be removed from this Agreement and the Agreement will co.

Activities. We have nominated, and the Commissioner has approved, the premises at [insert location] as the premises from which the COVID-19 influenza vaccination as set out in the [Adult and At-risk Influenza ES and/or the Childhood Influenza ES] will be delivered to eligible patients (the “Designated SiteSite(s)”). We have agreed to deliver Seasonal Influenza vaccination from the Designated Site Site(s) in accordance with Schedule 93. [The property arrangements for the use of the Designated Site(s) are set out at Schedule 1.] We have agreed that the [insert name] practice shall be the Host Lead Practice, which shall provide the Host Lead Services set out at Schedule 2 from the Commencement Date and subject to Clause 65 unless or until it is terminated in accordance with Clause 2. We agree that we will work together in a collaborative manner to deliver the requirements of the [Adult and At-risk Influenza ES and/or the Childhood Influenza ES]. The arrangements for this collaborative working are set out in Schedule 3 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 3 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer COVID-19 vaccinations. Unless by exception and agreed with the Commissioner in writing for a specific period, we shall administer the majority of COVID-19 vaccinations from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 3. [21A. We also agree that we will work together in a collaborative manner to deliver the requirements of the Seasonal Influenza ES. The arrangements for this collaborative working are set out in Schedule 9 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 9 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer seasonal influenza vaccinations. We shall administer the majority of the seasonal influenza vaccinations supplied by us to our temporary single medical practice from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 9.] We are satisfied that the Collaborating Practices, working together as the PCN Grouping is a temporary single medical practice and that the Patients who attend for COVID-19 vaccinations and/or Seasonal Influenza vaccinations are attending what is deemed to be a temporary single medical practice for the purpose of regulations 3(8)(b) and 3A(1) and regulation 3(5), (8) and (9) of the Human Medicines Regulations 2012. STAFF SHARING ARRANGEMENTS We acknowledge that Schedule 4.1 4 sets out arrangements, in the form of a Memorandum of Understanding in relation to staff, including any arrangements for the re-deployment of existing staff of the Collaborating Practices (“Staff”)] ) for the purposes of delivering the COVID-19 Seasonal Influenza Vaccination Programme. By signing the Memorandum of Understanding at Schedule 4.1 4 we each agree to comply with our individual obligations as set out in it. FINANCIAL ARRANGEMENTS We acknowledge that Schedule 5 describes the financial arrangements between the Collaborating Practices. We each agree to comply with our individual obligations as set out in Schedule 5. We each agree that payment is utilised payments in respect of the [Adult and At-risk Influenza ES and/or the Childhood Influenza ES] must be used in a manner that constitutes an efficient and effective use of NHS funding. INFORMATION SHARING AND CONFIDENTIALITY For the purposes of this Agreement, confidential information means the provisions of this Agreement and all information provided in connection with this Agreement which is secret or otherwise not publicly available (in both cases in its entirety or in part) including commercial, financial, marketing or technical information, know- how, trade secrets or business methods, in all cases whether disclosed orally or in writing before or after the date of this Agreement. We may each request from any Collaborating Practice any information, including confidential information, which the requesting Collaborating Practice, acting reasonably, considers is necessary to enable us to carry out the activity of our PCN Grouping collaboration as set out in this Agreement. Such information may include (but is not limited to) patient records, information on expenditure on PCN Grouping influenza collaboration related activity, information on performance of activity under this Agreement and information on, or relevant to, staff sharing arrangements. Where information, including confidential information, is requested by a Collaborating Practice, acting reasonably, for submission to the Commissioner for the purposes of showing compliance with the requirements of the [Adult and At-risk Influenza ES and/or the Seasonal Childhood Influenza ES], we will, provided we are satisfied that there is a lawful basis for doing so, provide the information as requested. Provided information is requested in accordance with Clause 28 we agree that we will not unreasonably withhold agreement to share information following a request from another Collaborating Practice. We will use reasonable endeavours to ensure that any information provided to another Collaborating Practice in accordance with this Agreement is accurate in all material respects and we will provide such information within reasonable timescales and in the format requested, having regard to any due contractual, and subject to any other legal, obligations. We agree that sharing and processing of patient records and other information considered to be personal data under any applicable data protection legislation will take place be undertaken as and when it is requirednecessary for the purposes of this agreement. We each agree to comply with our individual obligations as set out in the Data Sharing Agreement at Annex 1. Subject to Clause 34 and/or unless the information is to be provided to the Commissioner to show compliance with the requirements of the [Adult and At-risk Influenza ES and/or the Seasonal Childhood Influenza ES], we will keep confidential all confidential information disclosed to any one of us by any Collaborating Practice in connection with this Agreement and we will use all reasonable endeavours to prevent staff in our organisations or any other person under our express or implied control from making any disclosure to any person of that information. In addition to disclosing any confidential information to the Commissioner for the purposes of the [Adult and At-risk Influenza ES and/or the Seasonal Childhood Influenza ES ES] (and payment and verification under the [Adult and At-risk Influenza ES and/or the Seasonal Childhood Influenza ES]), any Collaborating Practice may disclose another Collaborating Practice’s confidential information: to comply with applicable legislation; to any appropriate regulatory body; in connection with any dispute resolution or litigation between the Collaborating Practices; and as permitted under any other express arrangement or other provision of this Agreement, provided that: the Collaborating Practice whose confidential information is being disclosed is, where practicable, given prior notification of the disclosure; and the disclosure is reasonably considered to be necessary. INDEMNITY ARRANGEMENTS Each Collaborating Practice accepts unlimited liability for: death or personal injury caused by its own negligence; and fraud committed by it or on its behalf. Save as set out in Clause 34, no Collaborating Practice shall be liable to any other for (a) any indirect or consequential loss or (b) any loss of use or loss of profits, business, contracts, revenues or anticipated savings whether arising from tort (including, without limitation, negligence or breach of statutory duty), breach of contract or otherwise. Each Collaborating Practice agrees to indemnify and keep indemnified the other Collaborating Practices (including the Host Practice) against all costs, claims, demands, liabilities and damages incurred or suffered by a Collaborating Practice as a result of any act or omission of the indemnifying Collaborating Practice, or its employees or agents except in so far as such costs, claims, demands, liabilities or damages arise or are contributed to as a result of any act or omission of any other Collaborating Practice or of its employees or agents. Each Collaborating Practice shall ensure that its indemnity and insurance arrangements during the term of this Agreement are sufficient to cover its liabilities under this Agreement, including liabilities in respect of Staff and any third parties attending any premises for the purposes of delivering the requirements of the [Adult and At-risk Influenza ES and and/or the Seasonal Childhood Influenza ES]. Any Collaborating Practice shall upon request produce to another evidence that the indemnity and insurance arrangements are in place and up-to-date. The Clinical Negligence Scheme for General Practice (CNSGP) provides clinical negligence indemnity cover for all staff engaged by a Collaborating Practice under the CNSGP Regulations. It covers NHS activities delivered by a Part 4 contractor under a Primary Medical Services contract (including an NHS standard contract with Schedule 2L), a Primary Medical Services sub-contractor, or the provision of ‘Ancillary Health Services’ for a Part 4 contractor or Primary Medical Services sub-contractor such as an Enhanced Service. Cover under CNSGP is not restricted to a Collaborating practice’s registered patients so applies to the provision of the [Adult and At-risk Influenza ES and/or the Childhood Influenza ES] by the Collaborating Practices to a person such as practice staff who are not on the registered list of that Collaborating Practice. The Collaborating Practices shall take reasonable steps to advise any relevant Staff that they should consider whether they are covered by appropriate professional indemnity arrangements in respect of their involvement or activities in delivering the requirements of the [Adult and At-risk Influenza ES and and/or the Seasonal Childhood Influenza ES]. If and to the extent that the indemnity arrangements set out in Clauses 34 to 38 conflict with indemnity arrangements in any other agreement or memorandum of understanding relating to the engagement of Staff to deliver the requirements of the [Adult and At-risk Influenza ES and and/or the Seasonal Childhood Influenza ES], the provisions of this agreement shall apply. SUB-CONTRACTING OF CLINICAL MATTERS We have agreed the sub-contracting of clinical matters set out at Schedule 6 which we consider is necessary to deliver the requirements of the ES and the Seasonal Influenza ES. Each Party shall, before undertaking such sub-contracted clinical services, assure itself that the proposed sub-contracted services are covered by the indemnity arrangements under the Clinical Negligence Scheme for General Practice. INTELLECTUAL PROPERTY For the purposes of this Agreement, intellectual property means rights in and to inventions, patents, design rights (registered or unregistered), copyrights, rights in confidential information, database rights and any similar or analogous rights that exist anywhere in the world and including any application for any registration of the foregoing. Each of us has our own existing intellectual property and we will retain the ownership of our respective intellectual property rights. If any of us creates any new intellectual property in the course of this Agreement, the Collaborating Practice which creates the intellectual property will own the rights to that intellectual property unless agreed otherwise. We agree that in the interest of our PCN Grouping we will grant to each other a royalty free non-exclusive license to use our existing and newly created intellectual property for the purposes of fulfilment of our obligations under this Agreement. MEETINGS AND DECISION-MAKING Meetings We will arrange and attend meetings as often as is necessary to discuss any issues relating to the ES and the Seasonal Influenza ES including (but not limited to) performance, strategies and the operating environment relating to the delivery of the requirements of the ES and the Seasonal Influenza ES. We will agree an agenda prior to each meeting and ensure papers are circulated to each Collaborating Practice in advance. With the agreement of Collaborating Practices (such agreement not to be unreasonably withheld), partners who are not Collaborating Practices may attend meetings of the Collaborating Practices to participate in discussions for the efficient and effective delivery of the requirements of the ES and the Seasonal Influenza ES. Meetings generally and decision-making Further arrangements relating to meetings of the Collaborating Practices including (but not limited to) ways in which meetings can be held, attendance and quorum requirements, and how decisions are made are set out in Schedule 7. JOINING THE PCN GROUPING A person or organisation may from time to time indicate to one or more Collaborating Practices that it wishes to join our PCN Grouping. Where this occurs, the relevant Collaborating Practice(s) will notify the others and the request shall be discussed by all other Collaborating Practices as soon as practicable, as per the governance arrangements set out within Schedule 7. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, it will be considered and decided whether it is appropriate for that person or organisation to join our PCN Grouping. We acknowledge that a person or organisation seeking to join our PCN Grouping must comply with the process of participation in the ES and the Seasonal Influenza ES, which includes an agreement in writing with the Commissioner in relation to its participation in the ES and the Seasonal Influenza ES. Where a person or organisation joins our PCN Grouping, this Agreement will be updated in accordance with the variation procedure set out in Clause 66 to include reference to that person or organisation as a Collaborating Practice and to reflect any consequential amendments to the Schedules of this Agreement that have been determined. LEAVING THE PCN GROUPING Clauses 54 to 65 below set out the minimum requirements relating to situations where a Collaborating Practice departs or is required to leave our PCN Grouping. Voluntary departure A Collaborating Practice may choose to leave our PCN Grouping by giving no less than 35 days’ notice to the other Collaborating Practices. From the date the Collaborating Practice leaves our PCN Grouping, that Collaborating Practice will also be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any requirements of the ES and the Seasonal Influenza ES. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the consequences of that Collaborating Practice’s departure in relation to our activities under this Agreement, financial arrangements, staffing arrangements and any other PCN Grouping related matters; the actions required of the departing Collaborating Practice; and the actual leaving date. The departing Collaborating Practice agrees to comply with all reasonable actions that are determined to be required of it before the actual leaving date. Such actions may include executing such documents and/or providing such information as required to ensure the delivery of the requirements of the ES and the Seasonal Influenza ES can be continued by the remaining Collaborating Practices. If any actions are not completed prior to the actual leaving date, the departing Collaborating Practice will complete those actions as soon as practicable after that date. With effect from the date the Collaborating Practice leaves our PCN Grouping, we will ensure that this Agreement is updated in accordance with the variation procedure set out in Clause 66 to remove references to the departed Collaborating Practice and to reflect any changes to the Schedules that have been determined, including, without limitation, changes to our activities taking into account any relevant requirements of the ES and the Seasonal Influenza ES. Expulsion A Collaborating Practice may be required to leave our PCN Grouping in certain circumstances. These include committing an act or omission set out in Clause 59 or where an event set out in Clause 7 below occurs. From the date a Collaborating Practice is expelled from or required to leave our PCN Grouping, that Collaborating Practice will be removed from this Agreement and the Agreement will co.

Activities. We have nominated, and the Commissioner has approved, the premises at [insert location] as the premises from which the COVID-19 influenza vaccination as set out in the [Adult and At-risk Influenza ES and/or the Childhood Influenza ES] will be delivered to eligible patients (the “Designated SiteSite(s)”). We have agreed to deliver Seasonal Influenza vaccination from the Designated Site Site(s) in accordance with Schedule 93. [The property arrangements for the use of the Designated Site(s) are set out at Schedule 1.] We have agreed that the [insert name] practice shall be the Host Lead Practice, which shall provide the Host Lead Services set out at Schedule 2 from the Commencement Date and subject to Clause 65 unless or until it is terminated in accordance with Clause 2. We agree that we will work together in a collaborative manner to deliver the requirements of the [Adult and At-risk Influenza ES and/or the Childhood Influenza ES]. The arrangements for this collaborative working are set out in Schedule 3 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 3 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer COVID-19 vaccinations. Unless by exception and agreed with the Commissioner in writing for a specific period, we shall administer the majority of COVID-19 vaccinations from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 3. [21A. We also agree that we will work together in a collaborative manner to deliver the requirements of the Seasonal Influenza ES. The arrangements for this collaborative working are set out in Schedule 9 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 9 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer seasonal influenza vaccinations. We shall administer the majority of the seasonal influenza vaccinations supplied by us to our temporary single medical practice from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 9.] We are satisfied that the Collaborating Practices, working together as the PCN Grouping is a temporary single medical practice and that the Patients who attend for COVID-19 vaccinations and/or Seasonal Influenza vaccinations are attending what is deemed to be a temporary single medical practice for the purpose of regulations 3(8)(b) and 3A(1) and regulation 3(5), (8) and (9) of the Human Medicines Regulations 2012. STAFF SHARING ARRANGEMENTS We acknowledge that Schedule 4.1 4 sets out arrangements, in the form of a Memorandum of Understanding in relation to staff, including any arrangements for the re-deployment of existing staff of the Collaborating Practices (“Staff”)] ) for the purposes of delivering the COVID-19 Seasonal Influenza Vaccination Programme. By signing the Memorandum of Understanding at Schedule 4.1 4 we each agree to comply with our individual obligations as set out in it. FINANCIAL ARRANGEMENTS We acknowledge that Schedule 5 describes the financial arrangements between the Collaborating Practices. We each agree to comply with our individual obligations as set out in Schedule 5. We each agree that payment is utilised payments in respect of the [Adult and At-risk Influenza ES and/or the Childhood Influenza ES] must be used in a manner that constitutes an efficient and effective use of NHS funding. INFORMATION SHARING AND CONFIDENTIALITY For the purposes of this Agreement, confidential information means the provisions of this Agreement and all information provided in connection with this Agreement which is secret or otherwise not publicly available (in both cases in its entirety or in part) including commercial, financial, marketing or technical information, know- how, trade secrets or business methods, in all cases whether disclosed orally or in writing before or after the date of this Agreement. We may each request from any Collaborating Practice any information, including confidential information, which the requesting Collaborating Practice, acting reasonably, considers is necessary to enable us to carry out the activity of our PCN Grouping collaboration as set out in this Agreement. Such information may include (but is not limited to) patient records, information on expenditure on PCN Grouping influenza collaboration related activity, information on performance of activity under this Agreement and information on, or relevant to, staff sharing arrangements. Where information, including confidential information, is requested by a Collaborating Practice, acting reasonably, for submission to the Commissioner for the purposes of showing compliance with the requirements of the [Adult and At-risk Influenza ES and/or the Seasonal Childhood Influenza ES], we will, provided we are satisfied that there is a lawful basis for doing so, provide the information as requested. Provided information is requested in accordance with Clause 28 we agree that we will not unreasonably withhold agreement to share information following a request from another Collaborating Practice. We will use reasonable endeavours to ensure that any information provided to another Collaborating Practice in accordance with this Agreement is accurate in all material respects and we will provide such information within reasonable timescales and in the format requested, having regard to any due contractual, and subject to any other legal, obligations. We agree that sharing and processing of patient records and other information considered to be personal data under any applicable data protection legislation will take place be undertaken as and when it is requirednecessary for the purposes of this agreement. We each agree to comply with our individual obligations as set out in the Data Sharing Agreement at Annex 1. Subject to Clause 34 and/or unless the information is to be provided to the Commissioner to show compliance with the requirements of the [Adult and At-risk Influenza ES and/or the Seasonal Childhood Influenza ES], we will keep confidential all confidential information disclosed to any one of us by any Collaborating Practice in connection with this Agreement and we will use all reasonable endeavours to prevent staff in our organisations or any other person under our express or implied control from making any disclosure to any person of that information. In addition to disclosing any confidential information to the Commissioner for the purposes of the [Adult and At-risk Influenza ES and/or the Seasonal Childhood Influenza ES ES] (and payment and verification under the [Adult and At-risk Influenza ES and/or the Seasonal Childhood Influenza ES]), any Collaborating Practice may disclose another Collaborating Practice’s confidential information: to comply with applicable legislation; to any appropriate regulatory body; in connection with any dispute resolution or litigation between the Collaborating Practices; and as permitted under any other express arrangement or other provision of this Agreement, provided that: the Collaborating Practice whose confidential information is being disclosed is, where practicable, given prior notification of the disclosure; and the disclosure is reasonably considered to be necessary. INDEMNITY ARRANGEMENTS Each Collaborating Practice accepts unlimited liability for: death or personal injury caused by its own negligence; and fraud committed by it or on its behalf. Save as set out in Clause 34, no Collaborating Practice shall be liable to any other for (a) any indirect or consequential loss or (b) any loss of use or loss of profits, business, contracts, revenues or anticipated savings whether arising from tort (including, without limitation, negligence or breach of statutory duty), breach of contract or otherwise. Each Collaborating Practice agrees to indemnify and keep indemnified the other Collaborating Practices (including the Host Practice) against all costs, claims, demands, liabilities and damages incurred or suffered by a Collaborating Practice as a result of any act or omission of the indemnifying Collaborating Practice, or its employees or agents except in so far as such costs, claims, demands, liabilities or damages arise or are contributed to as a result of any act or omission of any other Collaborating Practice or of its employees or agents. Each Collaborating Practice shall ensure that its indemnity and insurance arrangements during the term of this Agreement are sufficient to cover its liabilities under this Agreement, including liabilities in respect of Staff and any third parties attending any premises for the purposes of delivering the requirements of the [Adult and At-risk Influenza ES and and/or the Seasonal Childhood Influenza ES]. Any Collaborating Practice shall upon request produce to another evidence that the indemnity and insurance arrangements are in place and up-to-date. The Clinical Negligence Scheme for General Practice (CNSGP) provides clinical negligence indemnity cover for all staff engaged by a Collaborating Practice under the CNSGP Regulations. It covers NHS activities delivered by a Part 4 contractor under a Primary Medical Services contract (including an NHS standard contract with Schedule 2L), a Primary Medical Services sub-contractor, or the provision of ‘Ancillary Health Services’ for a Part 4 contractor or Primary Medical Services sub-contractor such as an Enhanced Service. Cover under CNSGP is not restricted to a Collaborating practice’s registered patients so applies to the provision of the [Adult and At-risk Influenza ES and/or the Childhood Influenza ES] by the Collaborating Practices to a person such as practice staff who are not on the registered list of that Collaborating Practice. The Collaborating Practices shall take reasonable steps to advise any relevant Staff that they should consider whether they are covered by appropriate professional indemnity arrangements in respect of their involvement or activities in delivering the requirements of the [Adult and At-risk Influenza ES and and/or the Seasonal Childhood Influenza ES]. If and to the extent that the indemnity arrangements set out in Clauses 34 to 38 conflict with indemnity arrangements in any other agreement or memorandum of understanding relating to the engagement of Staff to deliver the requirements of the [Adult and At-risk Influenza ES and and/or the Seasonal Childhood Influenza ES], the provisions of this agreement shall apply. SUB-CONTRACTING OF CLINICAL MATTERS We have agreed the sub-contracting of clinical matters set out at Schedule 6 which we consider is necessary to deliver the requirements of the [Adult and At-risk Influenza ES and and/or the Seasonal Childhood Influenza ES]. Each Party shall, before undertaking such sub-contracted clinical services, assure itself that the proposed sub-contracted services are covered by the indemnity arrangements under the Clinical Negligence Scheme for General PracticePractice and that the sub-contractor is prohibited from sub-contracting the clinical matters. INTELLECTUAL PROPERTY For the purposes of this Agreement, intellectual property means rights in and to inventions, patents, design rights (registered or unregistered), copyrights, rights in confidential information, database rights and any similar or analogous rights that exist anywhere in the world and including any application for any registration of the foregoing. Each of us has our own existing intellectual property and we will retain the ownership of our respective intellectual property rights. If any of us creates any new intellectual property in the course of this Agreement, the Collaborating Practice which creates the intellectual property will own the rights to that intellectual property unless agreed otherwise. We agree that in the interest interests of our PCN Grouping collaboration we will grant to each other a royalty free non-exclusive license to use our existing and newly created intellectual property for the purposes of fulfilment of our obligations under this Agreement. MEETINGS AND DECISION-MAKING Meetings We will arrange and attend meetings as often as is necessary to discuss any issues relating to the ES [Adult and the Seasonal At-risk Influenza ES and/or the Childhood Influenza ES] including (but not limited to) performance, strategies and the operating environment relating to the delivery of the requirements of the [Adult and At-risk Influenza ES and and/or the Seasonal Childhood Influenza ES]. We will agree an agenda prior to each meeting and ensure papers are circulated to each Collaborating Practice in advance. With the agreement of Collaborating Practices (such agreement not to be unreasonably withheld), partners who are not Collaborating Practices may attend meetings of the Collaborating Practices to participate in discussions for the efficient and effective delivery of the requirements of the [Adult and At-risk Influenza ES and and/or the Seasonal Childhood Influenza ES]. Meetings generally and decision-making Further arrangements relating to meetings of the Collaborating Practices including (but not limited to) ways in which meetings can be held, attendance and quorum requirements, and how decisions are made are set out in Schedule 7. JOINING THE PCN GROUPING COLLABORATION A person or organisation may from time to time indicate to one or more Collaborating Practices that it wishes to join our PCN Groupingcollaboration. Where this occurs, the relevant Collaborating Practice(s) will notify the others and the request shall be discussed by all other Collaborating Practices as soon as practicable, as per the governance arrangements set out within Schedule 7. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, it will be considered and decided whether it is appropriate for that person or organisation to join our PCN Groupingcollaboration. We acknowledge that a person or organisation seeking to join our PCN Grouping collaboration must comply with the process of participation in the [Adult and At-risk Influenza ES and and/or the Seasonal Childhood Influenza ES], which includes an agreement in writing with the Commissioner in relation to its participation in the [Adult and At-risk Influenza ES and and/or the Seasonal Childhood Influenza ES]. Where a person or organisation joins our PCN Groupingcollaboration, this Agreement will be updated in accordance with the variation procedure set out in Clause 66 to include reference to that person or organisation as a Collaborating Practice and to reflect any consequential amendments to the Schedules of this Agreement that have been determined. LEAVING THE PCN GROUPING COLLABORATION Clauses 54 to 65 below set out the minimum requirements relating to situations where a Collaborating Practice departs or is required to leave our PCN Groupingcollaboration. Voluntary departure A Collaborating Practice may choose to leave our PCN Grouping collaboration by giving no less than 35 days’ notice to the other Collaborating Practices. From the date the Collaborating Practice leaves our PCN Groupingcollaboration, that Collaborating Practice will also be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any requirements of the [Adult and At-risk Influenza ES and and/or the Seasonal Childhood Influenza ES]. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the consequences of that Collaborating Practice’s departure in relation to our activities under this Agreement, financial arrangements, staffing arrangements and any other PCN Grouping collaboration related matters; the actions required of the departing Collaborating Practice; and the actual leaving date. The departing Collaborating Practice agrees to comply with all reasonable actions that are determined to be required of it before the actual leaving date. Such actions may include executing such documents and/or providing such information as required to ensure the delivery of the requirements of the ES [Adult and the Seasonal At-risk Influenza ES and/or the Childhood Influenza ES] can be continued by the remaining Collaborating Practices. If any actions are not completed prior to the actual leaving date or come to the attention of the Collaborating Practices after the actual leaving date, the departing Collaborating Practice will complete those actions as soon as practicable after that date. With effect from the date the Collaborating Practice leaves our PCN Groupingcollaboration, we will ensure that this Agreement is updated in accordance with the variation procedure set out in Clause 66 to remove references to the departed Collaborating Practice and to reflect any changes to the Schedules that have been determined, including, without limitation, changes to our activities taking into account any relevant requirements of the [Adult and At-risk Influenza ES and and/or the Seasonal Childhood Influenza ES]. Expulsion A Collaborating Practice may be required to leave our PCN Grouping collaboration in certain circumstances. These include committing an act or omission set out in Clause 59 or where an event set out in Clause 7 below occurs. From the date a Collaborating Practice is expelled from or required to leave our PCN Groupingcollaboration, that Collaborating Practice will be removed from this Agreement and the Agreement will cocontinue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any relevant requirements of the [Adult and At-risk Influenza ES and/or the Childhood Influenza ES]. A Collaborating Practice must notify the relevant

Activities. We have nominated, and the Commissioner has approved, nominated the premises at [insert location] as the premises from which the COVID-19 polio vaccination [and any routine vaccinations] as set out in the ES Polio Arrangements[ and the Routine Arrangements] will be delivered to eligible patients (the “Designated SiteSite(s)”). We have agreed to deliver Seasonal Influenza polio vaccination [and routine vaccinations] from the Designated Site Site(s) in accordance with Schedule 93. [The property arrangements for the use of the Designated Site(s) are set out at Schedule 1.] We have agreed that the [insert name] practice shall be the Host Practice, which shall provide the Host Services set out at Schedule 2 from the Commencement Date and subject to Clause 65 unless or until it is terminated in accordance with Clause 2. We agree that we will work together in a collaborative manner to deliver the requirements of the ESPolio Arrangements[ and the Routine Arrangements]. The arrangements for this collaborative working are set out in Schedule 3 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 3 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer COVID-19 vaccinations. Unless by exception and agreed with the Commissioner in writing for a specific period, we shall administer the majority of COVID-19 vaccinations from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 3. [21A. We also agree that we will work together in a collaborative manner to deliver the requirements of the Seasonal Influenza ES. The arrangements for this collaborative working are set out in Schedule 9 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 9 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer seasonal influenza vaccinations. We shall administer the majority of the seasonal influenza vaccinations supplied by us to our temporary single medical practice from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 9.] We are satisfied that the Collaborating Practices, working together as the PCN Grouping is a temporary single medical practice and that the Patients who attend for COVID-19 polio vaccinations and/or Seasonal Influenza vaccinations [and routine vaccinations] are attending what is deemed to be a temporary single medical practice for the purpose of regulations 3(8)(b) and 3A(1) and regulation 3(5), (8) and (9) of the Human Medicines Regulations 2012. STAFF SHARING ARRANGEMENTS We acknowledge that Schedule 4.1 4 sets out arrangements, in the form of a Memorandum of Understanding in relation to staff, including any arrangements for the re-deployment of existing staff of the Collaborating Practices “Staff”)] ) for the purposes of delivering the COVID-19 Vaccination ProgrammePolio vaccination campaign. By signing the Memorandum of Understanding at Schedule 4.1 4 we each agree to comply with our individual obligations as set out in it. FINANCIAL ARRANGEMENTS We acknowledge that Schedule 5 describes the financial arrangements between the Collaborating Practices. We each agree to comply with our individual obligations as set out in Schedule 5. We each agree that payment is utilised payments in respect of the Polio Arrangements[ and the Routine Arrangements] must be used in a manner that constitutes an efficient and effective use of NHS funding. INFORMATION SHARING AND CONFIDENTIALITY For the purposes of this Agreement, confidential information means the provisions of this Agreement and all information provided in connection with this Agreement which is secret or otherwise not publicly available (in both cases in its entirety or in part) including commercial, financial, marketing or technical information, know- how, trade secrets or business methods, in all cases whether disclosed orally or in writing before or after the date of this Agreement. We may each request from any Collaborating Practice any information, including confidential information, which the requesting Collaborating Practice, acting reasonably, considers is necessary to enable us to carry out the activity of our PCN Grouping collaboration as set out in this Agreement. Such information may include (but is not limited to) patient records, information on expenditure on PCN Grouping polio [and routine vaccination] collaboration related activity, information on performance of activity under this Agreement and information on, or relevant to, staff sharing arrangements. Where information, including confidential information, is requested by a Collaborating Practice, acting reasonably, for submission to the Commissioner for the purposes of showing compliance with the requirements of the ES and/or Polio Arrangements[ and the Seasonal Influenza ESRoutine Arrangements], we will, provided we are satisfied that there is a lawful basis for doing so, provide the information as requested. Provided information is requested in accordance with Clause 28 we agree that we will not unreasonably withhold agreement to share information following a request from another Collaborating Practice. We will use reasonable endeavours to ensure that any information provided to another Collaborating Practice in accordance with this Agreement is accurate in all material respects and we will provide such information within reasonable timescales and in the format requested, having regard to any due contractual, and subject to any other legal, obligations. We agree that sharing and processing of patient records and other information considered to be personal data under any applicable data protection legislation will take place be undertaken as and when it is requirednecessary for the purposes of this agreement. We each agree to comply with our individual obligations as set out in the Data Sharing Agreement at Annex 1. Subject to Clause 34 and/or unless the information is to be provided to the Commissioner to show compliance with the requirements of Polio Arrangements[ and the ES and/or the Seasonal Influenza ESRoutine Arrangements], we will keep confidential all confidential information disclosed to any one of us by any Collaborating Practice in connection with this Agreement and we will use all reasonable endeavours to prevent staff in our organisations or any other person under our express or implied control from making any disclosure to any person of that information. In addition to disclosing any confidential information to the Commissioner for the purposes of the ES and/or Polio Arrangements[ and the Seasonal Influenza ES Routine Arrangements] (and payment and verification under the ES and/or Polio Arrangements[ and the Seasonal Influenza ESRoutine Arrangements]), any Collaborating Practice may disclose another Collaborating Practice’s confidential information: to comply with applicable legislation; to any appropriate regulatory body; in connection with any dispute resolution or litigation between the Collaborating Practices; and as permitted under any other express arrangement or other provision of this Agreement, provided that: the Collaborating Practice whose confidential information is being disclosed is, where practicable, given prior notification of the disclosure; and the disclosure is reasonably considered to be necessary. INDEMNITY ARRANGEMENTS Each Collaborating Practice accepts unlimited liability for: death or personal injury caused by its own negligence; and fraud committed by it or on its behalf. Save as set out in Clause 34, no Collaborating Practice shall be liable to any other for (a) any indirect or consequential loss or (b) any loss of use or loss of profits, business, contracts, revenues or anticipated savings whether arising from tort (including, without limitation, negligence or breach of statutory duty), breach of contract or otherwise. Each Collaborating Practice agrees to indemnify and keep indemnified the other Collaborating Practices (including the Host Practice) against all costs, claims, demands, liabilities and damages incurred or suffered by a Collaborating Practice as a result of any act or omission of the indemnifying Collaborating Practice, or its employees or agents except in so far as such costs, claims, demands, liabilities or damages arise or are contributed to as a result of any act or omission of any other Collaborating Practice or of its employees or agents. Each Collaborating Practice shall ensure that its indemnity and insurance arrangements during the term of this Agreement are sufficient to cover its liabilities under this Agreement, including liabilities in respect of Staff and any third parties attending any premises for the purposes of delivering the requirements of the ES Polio Arrangements[ and the Seasonal Influenza ESRoutine Arrangements]. Any Collaborating Practice shall upon request produce to another evidence that the indemnity and insurance arrangements are in place and up-to-date. The Clinical Negligence Scheme for General Practice (CNSGP) provides clinical negligence indemnity cover for all staff engaged by a Collaborating Practice under the CNSGP Regulations. It covers NHS activities delivered by a Part 4 contractor under a Primary Medical Services contract (including an NHS standard contract with Schedule 2L), a Primary Medical Services sub-contractor, or the provision of ‘Ancillary Health Services’ for a Part 4 contractor or Primary Medical Services sub-contractor such as an Enhanced Service. Cover under CNSGP is not restricted to a Collaborating practicePractice’s registered patients so applies to the provision of the ES Polio Arrangements[ and the Routine Arrangements] by the Collaborating Practices to a person such as practice staff who are not on the registered list of that Collaborating Practice. The Collaborating Practices shall take reasonable steps to advise any relevant Staff that they should consider whether they are covered by appropriate professional indemnity arrangements in respect of their involvement or activities in delivering the requirements of the ES Polio Arrangements[ and the Seasonal Influenza ESRoutine Arrangements]. If and to the extent that the indemnity arrangements set out in Clauses 34 to 38 conflict with indemnity arrangements in any other agreement or memorandum of understanding relating to the engagement of Staff to deliver the requirements of the ES Polio Arrangements[ and the Seasonal Influenza ESRoutine Arrangements], the provisions of this agreement shall apply. SUB-CONTRACTING OF CLINICAL MATTERS We have agreed the sub-contracting of clinical matters set out at Schedule 6 which we consider is necessary to deliver the requirements of the ES and the Seasonal Influenza ES. Each Party shall, before undertaking such sub-contracted clinical services, assure itself that the proposed sub-contracted services are covered by the indemnity arrangements under the Clinical Negligence Scheme for General Practice. INTELLECTUAL PROPERTY For the purposes of this Agreement, intellectual property means rights in and to inventions, patents, design rights (registered or unregistered), copyrights, rights in confidential information, database rights and any similar or analogous rights that exist anywhere in the world and including any application for any registration of the foregoing. Each of us has our own existing intellectual property and we will retain the ownership of our respective intellectual property rights. If any of us creates any new intellectual property in the course of this Agreement, the Collaborating Practice which creates the intellectual property will own the rights to that intellectual property unless agreed otherwise. We agree that in the interest of our PCN Grouping we will grant to each other a royalty free non-exclusive license to use our existing and newly created intellectual property for the purposes of fulfilment of our obligations under this Agreement. MEETINGS AND DECISION-MAKING Meetings We will arrange and attend meetings as often as is necessary to discuss any issues relating to the ES and the Seasonal Influenza ES including (but not limited to) performance, strategies and the operating environment relating to the delivery of the requirements of the ES and the Seasonal Influenza ES. We will agree an agenda prior to each meeting and ensure papers are circulated to each Collaborating Practice in advance. With the agreement of Collaborating Practices (such agreement not to be unreasonably withheld), partners who are not Collaborating Practices may attend meetings of the Collaborating Practices to participate in discussions for the efficient and effective delivery of the requirements of the ES and the Seasonal Influenza ES. Meetings generally and decision-making Further arrangements relating to meetings of the Collaborating Practices including (but not limited to) ways in which meetings can be held, attendance and quorum requirements, and how decisions are made are set out in Schedule 7. JOINING THE PCN GROUPING A person or organisation may from time to time indicate to one or more Collaborating Practices that it wishes to join our PCN Grouping. Where this occurs, the relevant Collaborating Practice(s) will notify the others and the request shall be discussed by all other Collaborating Practices as soon as practicable, as per the governance arrangements set out within Schedule 7. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, it will be considered and decided whether it is appropriate for that person or organisation to join our PCN Grouping. We acknowledge that a person or organisation seeking to join our PCN Grouping must comply with the process of participation in the ES and the Seasonal Influenza ES, which includes an agreement in writing with the Commissioner in relation to its participation in the ES and the Seasonal Influenza ES. Where a person or organisation joins our PCN Grouping, this Agreement will be updated in accordance with the variation procedure set out in Clause 66 to include reference to that person or organisation as a Collaborating Practice and to reflect any consequential amendments to the Schedules of this Agreement that have been determined. LEAVING THE PCN GROUPING Clauses 54 to 65 below set out the minimum requirements relating to situations where a Collaborating Practice departs or is required to leave our PCN Grouping. Voluntary departure A Collaborating Practice may choose to leave our PCN Grouping by giving no less than 35 days’ notice to the other Collaborating Practices. From the date the Collaborating Practice leaves our PCN Grouping, that Collaborating Practice will also be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any requirements of the ES and the Seasonal Influenza ES. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the consequences of that Collaborating Practice’s departure in relation to our activities under this Agreement, financial arrangements, staffing arrangements and any other PCN Grouping related matters; the actions required of the departing Collaborating Practice; and the actual leaving date. The departing Collaborating Practice agrees to comply with all reasonable actions that are determined to be required of it before the actual leaving date. Such actions may include executing such documents and/or providing such information as required to ensure the delivery of the requirements of the ES and the Seasonal Influenza ES can be continued by the remaining Collaborating Practices. If any actions are not completed prior to the actual leaving date, the departing Collaborating Practice will complete those actions as soon as practicable after that date. With effect from the date the Collaborating Practice leaves our PCN Grouping, we will ensure that this Agreement is updated in accordance with the variation procedure set out in Clause 66 to remove references to the departed Collaborating Practice and to reflect any changes to the Schedules that have been determined, including, without limitation, changes to our activities taking into account any relevant requirements of the ES and the Seasonal Influenza ES. Expulsion A Collaborating Practice may be required to leave our PCN Grouping in certain circumstances. These include committing an act or omission set out in Clause 59 or where an event set out in Clause 7 below occurs. From the date a Collaborating Practice is expelled from or required to leave our PCN Grouping, that Collaborating Practice will be removed from this Agreement and the Agreement will co.

Activities. We have nominated, and the Commissioner has approved, the premises at [insert location] as the premises from which the COVID-19 vaccination as set out in the ES will be delivered to eligible patients (the “Designated Site”). We have agreed to deliver Seasonal Influenza vaccination from the Designated Site in accordance with Schedule 9. [The property arrangements for the use of the Designated Site(s) are set out at Schedule 1.] We have agreed that the [insert name] practice shall be the Host Practice, which shall provide the Host Services set out at Schedule 2 from the Commencement Date and subject to Clause 65 unless or until it is terminated in accordance with Clause 2. We agree that we will work together in a collaborative manner to deliver the requirements of the ES. The arrangements for this collaborative working are set out in Schedule 3 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 3 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer COVID-19 vaccinations. Unless by exception and agreed with the Commissioner in writing for a specific period, we shall administer the majority of COVID-19 vaccinations from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 3. [21A. We also agree that we will work together in a collaborative manner to deliver the requirements of the Seasonal Influenza ES. The arrangements for this collaborative working are set out in Schedule 9 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 9 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer seasonal influenza vaccinations. We shall administer the majority of the seasonal influenza vaccinations supplied by us to our temporary single medical practice from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 9.] We are satisfied that the Collaborating Practices, working together as the PCN Grouping is a temporary single medical practice joint enterprise and that the Patients who attend for COVID-19 vaccinations and/or Seasonal Influenza Covid-19 vaccinations are attending what is deemed to be a temporary single medical practice for the purpose of regulations regulation 3(8)(b) and 3A(1) and regulation 3(5), (8) and (9) of the Human Medicines Regulations 2012. STAFF SHARING ARRANGEMENTS We acknowledge that Schedule 4.1 sets out arrangements, in the form of a Memorandum of Understanding in relation to staff, including any arrangements for the re-deployment of existing staff of the Collaborating Practices “Staff”)] for the purposes of delivering the COVID-19 COVID 19 Vaccination Programme. By signing the Memorandum of Understanding at Schedule 4.1 we each agree to comply with our individual obligations as set out in it. FINANCIAL ARRANGEMENTS We acknowledge that Schedule 5 describes the financial arrangements between the Collaborating Practices. We each agree to comply with our individual obligations as set out in Schedule 5. We each agree that payment is utilised in a manner that constitutes an efficient and effective use of NHS funding. INFORMATION SHARING AND CONFIDENTIALITY For the purposes of this Agreement, confidential information means the provisions of this Agreement and all information provided in connection with this Agreement which is secret or otherwise not publicly available (in both cases in its entirety or in part) including commercial, financial, marketing or technical information, know- how, trade secrets or business methods, in all cases whether disclosed orally or in writing before or after the date of this Agreement. We may each request from any Collaborating Practice any information, including confidential information, which the requesting Collaborating Practice, acting reasonably, considers is necessary to enable us to carry out the activity of our PCN Grouping as set out in this Agreement. Such information may include (but is not limited to) patient records, information on expenditure on PCN Grouping related activity, information on performance of activity under this Agreement and information on, or relevant to, staff sharing arrangements. Where information, including confidential information, is requested by a Collaborating Practice, acting reasonably, for submission to the Commissioner for the purposes of showing compliance with the requirements of the ES and/or the Seasonal Influenza ES, we will, provided we are satisfied that there is a lawful basis for doing so, provide the information as requested. Provided information is requested in accordance with Clause 28 we agree that we will not unreasonably withhold agreement to share information following a request from another Collaborating Practice. We will use reasonable endeavours to ensure that any information provided to another Collaborating Practice in accordance with this Agreement is accurate in all material respects and we will provide such information within reasonable timescales and in the format requested, having regard to any due contractual, and subject to any other legal, obligations. We agree that sharing and processing of patient records and other information considered to be personal data under any applicable data protection legislation will take place as and when it is required. We each agree to comply with our individual obligations as set out in the Data Sharing Agreement at Annex 1. Subject to Clause 34 and/or unless the information is to be provided to the Commissioner to show compliance with the requirements of the ES and/or the Seasonal Influenza ES, we will keep confidential all confidential information disclosed to any one of us by any Collaborating Practice in connection with this Agreement and we will use all reasonable endeavours to prevent staff in our organisations or any other person under our express or implied control from making any disclosure to any person of that information. In addition to disclosing any confidential information to the Commissioner for the purposes of the ES and/or the Seasonal Influenza ES (and payment and verification under the ES and/or the Seasonal Influenza ES), any Collaborating Practice may disclose another Collaborating Practice’s confidential information: to comply with applicable legislation; to any appropriate regulatory body; in connection with any dispute resolution or litigation between the Collaborating Practices; and as permitted under any other express arrangement or other provision of this Agreement, provided that: the Collaborating Practice whose confidential information is being disclosed is, where practicable, given prior notification of the disclosure; and the disclosure is reasonably considered to be necessary. INDEMNITY ARRANGEMENTS Each Collaborating Practice accepts unlimited liability for: death or personal injury caused by its own negligence; and fraud committed by it or on its behalf. Save as set out in Clause 34, no Collaborating Practice shall be liable to any other for (a) any indirect or consequential loss or (b) any loss of use or loss of profits, business, contracts, revenues or anticipated savings whether arising from tort (including, without limitation, negligence or breach of statutory duty), breach of contract or otherwise. Each Collaborating Practice agrees to indemnify and keep indemnified the other Collaborating Practices (including the Host Practice) against all costs, claims, demands, liabilities and damages incurred or suffered by a Collaborating Practice as a result of any act or omission of the indemnifying Collaborating Practice, or its employees or agents except in so far as such costs, claims, demands, liabilities or damages arise or are contributed to as a result of any act or omission of any other Collaborating Practice or of its employees or agents. .. Each Collaborating Practice shall ensure that its indemnity and insurance arrangements during the term of this Agreement are sufficient to cover its liabilities under this Agreement, including liabilities in respect of Staff and any third parties attending any premises for the purposes of delivering the requirements of the ES and the Seasonal Influenza ES. Any Collaborating Practice shall upon request produce to another evidence that the indemnity and insurance arrangements are in place and up-to-date. The Clinical Negligence Scheme for General Practice (CNSGP) provides clinical negligence indemnity cover for all staff engaged by a Collaborating Practice under the CNSGP Regulations. It covers NHS activities delivered by a Part 4 contractor under a Primary Medical Services contract (including an NHS standard contract with Schedule 2L), a Primary Medical Services sub-contractor, or the provision of ‘Ancillary Health Services’ for a Part 4 contractor or Primary Medical Services sub-contractor such as an Enhanced Service. Cover under CNSGP is not restricted to a Collaborating practice’s registered patients so applies to the provision of the ES by the Collaborating Practices to a person such as practice staff who are not on the registered list of that Collaborating Practice. The Collaborating Practices shall take reasonable steps to advise any relevant Staff that they should consider whether they are covered by appropriate professional indemnity arrangements in respect of their involvement or activities in delivering the requirements of the ES and the Seasonal Influenza ES. If and to the extent that the indemnity arrangements set out in Clauses 34 to 38 conflict with indemnity arrangements in any other agreement or memorandum of understanding relating to the engagement of Staff to deliver the requirements of the ES and the Seasonal Influenza ES, the provisions of this agreement shall apply. SUB-CONTRACTING OF CLINICAL MATTERS We have agreed the sub-contracting of clinical matters set out at Schedule 6 which we consider is necessary to deliver the requirements of the ES and the Seasonal Influenza ES. Each Party shall, before undertaking such sub-contracted clinical services, assure itself that the proposed sub-contracted services are covered by the indemnity arrangements under the Clinical Negligence Scheme for General Practice. INTELLECTUAL PROPERTY For the purposes of this Agreement, intellectual property means rights in and to inventions, patents, design rights (registered or unregistered), copyrights, rights in confidential information, database rights and any similar or analogous rights that exist anywhere in the world and including any application for any registration of the foregoing. Each of us has our own existing intellectual property and we will retain the ownership of our respective intellectual property rights. If any of us creates any new intellectual property in the course of this Agreement, the Collaborating Practice which creates the intellectual property will own the rights to that intellectual property unless agreed otherwise. We agree that in the interest of our PCN Grouping we will grant to each other a royalty free non-exclusive license to use our existing and newly created intellectual property for the purposes of fulfilment of our obligations under this Agreement. MEETINGS AND DECISION-MAKING Meetings We will arrange and attend meetings as often as is necessary to discuss any issues relating to the ES and the Seasonal Influenza ES including (but not limited to) performance, strategies and the operating environment relating to the delivery of the requirements of the ES and the Seasonal Influenza ES. We will agree an agenda prior to each meeting and ensure papers are circulated to each Collaborating Practice in advance. With the agreement of Collaborating Practices (such agreement not to be unreasonably withheld), partners who are not Collaborating Practices may attend meetings of the Collaborating Practices to participate in discussions for the efficient and effective delivery of the requirements of the ES and the Seasonal Influenza ES. Meetings generally and decision-making Further arrangements relating to meetings of the Collaborating Practices including (but not limited to) ways in which meetings can be held, attendance and quorum requirements, and how decisions are made are set out in Schedule 7. JOINING THE PCN GROUPING A person or organisation may from time to time indicate to one or more Collaborating Practices that it wishes to join our PCN Grouping. Where this occurs, the relevant Collaborating Practice(s) will notify the others and the request shall be discussed by all other Collaborating Practices as soon as practicable, as per the governance arrangements set out within Schedule 7. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, it will be considered and decided whether it is appropriate for that person or organisation to join our PCN Grouping. We acknowledge that a person or organisation seeking to join our PCN Grouping must comply with the process of participation in the ES and the Seasonal Influenza ES, which includes an agreement in writing with the Commissioner in relation to its participation in the ES and the Seasonal Influenza ES. Where a person or organisation joins our PCN Grouping, this Agreement will be updated in accordance with the variation procedure set out in Clause 66 to include reference to that person or organisation as a Collaborating Practice and to reflect any consequential amendments to the Schedules of this Agreement that have been determined. LEAVING THE PCN GROUPING Clauses 54 to 65 below set out the minimum requirements relating to situations where a Collaborating Practice departs or is required to leave our PCN Grouping. Voluntary departure A Collaborating Practice may choose to leave our PCN Grouping by giving no less than 35 days’ notice to the other Collaborating Practices. From the date the Collaborating Practice leaves our PCN Grouping, that Collaborating Practice will also be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any requirements of the ES and the Seasonal Influenza ES. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the consequences of that Collaborating Practice’s departure in relation to our activities under this Agreement, financial arrangements, staffing arrangements and any other PCN Grouping related matters; the actions required of the departing Collaborating Practice; and the actual leaving date. The departing Collaborating Practice agrees to comply with all reasonable actions that are determined to be required of it before the actual leaving date. Such actions may include executing such documents and/or providing such information as required to ensure the delivery of the requirements of the ES and the Seasonal Influenza ES can be continued by the remaining Collaborating Practices. If any actions are not completed prior to the actual leaving date, the departing Collaborating Practice will complete those actions as soon as practicable after that date. With effect from the date the Collaborating Practice leaves our PCN Grouping, we will ensure that this Agreement is updated in accordance with the variation procedure set out in Clause 66 to remove references to the departed Collaborating Practice and to reflect any changes to the Schedules that have been determined, including, without limitation, changes to our activities taking into account any relevant requirements of the ES and the Seasonal Influenza ES. Expulsion A Collaborating Practice may be required to leave our PCN Grouping in certain circumstances. These include committing an act or omission set out in Clause 59 or where an event set out in Clause 7 below occurs. From the date a Collaborating Practice is expelled from or required to leave our PCN Grouping, that Collaborating Practice will be removed from this Agreement and the Agreement will co.

Activities. We have nominatedIn the event that Buyer conducts a Phase I Environmental Assessment and, based upon the results of the Phase I Environmental Assessment, Buyer is of the opinion that a Phase II Environmental Assessment is required to demonstrate that an Environmental Condition exists and reasonably believes that the Environmental Defect Amount exceeds the Individual Environmental Defect Threshold, then, in such event, Buyer shall (a) provide Seller with a written description of the Environmental Condition and detailed explanation of the facts and rationale underlying Buyer’s conclusion that Phase II sampling is required, (b) provide Seller with a reasonably detailed written description of the sampling to be performed, including a description of the measures to be employed to protect any property affected by the work and human health and safety, (c) accommodate Seller’s reasonable comments, if any, regarding the Phase II work to be performed, and (d) obtain the Commissioner has approved, written consent of Seller prior to commencing any Phase II Environmental Assessment on the premises at [insert location] as the premises from which the COVID-19 vaccination as set out Assets. If Buyer provides reasonable evidence that an Environmental Defect exists and in the ES will be delivered to eligible patients (the “Designated Site”). We have agreed to deliver Seasonal Influenza vaccination from the Designated Site in accordance with Schedule 9. [The property arrangements for the use support of the Designated Site(s) are set out at Schedule 1.] We have agreed Buyer’s reasonable belief that the [insert name] practice shall be the Host Practice, which shall provide the Host Services set out at Schedule 2 from the Commencement Date and subject to Clause 65 unless or until it is terminated in accordance with Clause 2. We agree that we will work together in a collaborative manner to deliver the requirements of the ES. The arrangements for this collaborative working are set out in Schedule 3 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 3 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer COVID-19 vaccinations. Unless by exception and agreed with the Commissioner in writing for a specific period, we shall administer the majority of COVID-19 vaccinations from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 3. [21A. We also agree that we will work together in a collaborative manner to deliver the requirements of the Seasonal Influenza ES. The arrangements for this collaborative working are set out in Schedule 9 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 9 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer seasonal influenza vaccinations. We shall administer the majority of the seasonal influenza vaccinations supplied by us to our temporary single medical practice from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 9.] We are satisfied that the Collaborating Practices, working together as the PCN Grouping is a temporary single medical practice and that the Patients who attend for COVID-19 vaccinations and/or Seasonal Influenza vaccinations are attending what is deemed to be a temporary single medical practice for the purpose of regulations 3(8)(b) and 3A(1) and regulation 3(5), (8) and (9) of the Human Medicines Regulations 2012. STAFF SHARING ARRANGEMENTS We acknowledge that Schedule 4.1 sets out arrangements, in the form of a Memorandum of Understanding in relation to staff, including any arrangements for the re-deployment of existing staff of the Collaborating Practices “Staff”)] for the purposes of delivering the COVID-19 Vaccination Programme. By signing the Memorandum of Understanding at Schedule 4.1 we each agree to comply with our individual obligations as set out in it. FINANCIAL ARRANGEMENTS We acknowledge that Schedule 5 describes the financial arrangements between the Collaborating Practices. We each agree to comply with our individual obligations as set out in Schedule 5. We each agree that payment is utilised in a manner that constitutes an efficient and effective use of NHS funding. INFORMATION SHARING AND CONFIDENTIALITY For the purposes of this Agreement, confidential information means the provisions of this Agreement and all information provided in connection with this Agreement which is secret or otherwise not publicly available (in both cases in its entirety or in part) including commercial, financial, marketing or technical information, know- how, trade secrets or business methods, in all cases whether disclosed orally or in writing before or after the date of this Agreement. We may each request from any Collaborating Practice any information, including confidential information, which the requesting Collaborating Practice, acting reasonably, considers Phase II sampling is necessary to enable us demonstrate that the Environmental Defect exceeds the Individual Environmental Defect Threshold, and Seller refuses to carry out consent to Buyer conducting a Phase II Environmental Assessment on the activity of our PCN Grouping as set out Asset, then, in this Agreementsuch event, Buyer may elect to delete the affected Asset from the transaction. Such information may include (but is not limited to) patient recordsIn such event, information on expenditure on PCN Grouping related activity, information on performance of activity under this Agreement and information on, or relevant to, staff sharing arrangements. Where information, including confidential information, is requested the Purchase Price shall be reduced by a Collaborating Practice, acting reasonably, for submission to the Commissioner for the purposes of showing compliance with the requirements Allocated Value of the ES and/or affected Asset and the Seasonal Influenza ES, we will, provided we are satisfied that there is a lawful basis for doing so, provide the information as requested. Provided information is requested in accordance with Clause 28 we agree that we will not unreasonably withhold agreement to share information following a request from another Collaborating Practice. We will use reasonable endeavours to ensure that any information provided to another Collaborating Practice in accordance with this Agreement is accurate in all material respects and we will provide such information within reasonable timescales and in the format requested, having regard to any due contractual, and subject to any other legal, obligations. We agree that sharing and processing of patient records and other information affected Asset shall no longer be considered to be personal data under any applicable data protection legislation will take place as and when it is required. We each agree to comply with our individual obligations as set out in the Data Sharing Agreement at Annex 1. Subject to Clause 34 and/or unless the information is to be provided to the Commissioner to show compliance with the requirements of the ES and/or the Seasonal Influenza ES, we will keep confidential all confidential information disclosed to any one of us by any Collaborating Practice in connection with this Agreement and we will use all reasonable endeavours to prevent staff in our organisations or any other person under our express or implied control from making any disclosure to any person of that information. In addition to disclosing any confidential information to the Commissioner for the purposes of the ES and/or the Seasonal Influenza ES (and payment and verification under the ES and/or the Seasonal Influenza ES), any Collaborating Practice may disclose another Collaborating Practice’s confidential information: to comply with applicable legislation; to any appropriate regulatory body; in connection with any dispute resolution or litigation between the Collaborating Practices; and as permitted under any other express arrangement or other provision of this Agreement, provided that: the Collaborating Practice whose confidential information is being disclosed is, where practicable, given prior notification of the disclosure; and the disclosure is reasonably considered to be necessary. INDEMNITY ARRANGEMENTS Each Collaborating Practice accepts unlimited liability for: death or personal injury caused by its own negligence; and fraud committed by it or on its behalf. Save as set out in Clause 34, no Collaborating Practice shall be liable to any other for (a) any indirect or consequential loss or (b) any loss of use or loss of profits, business, contracts, revenues or anticipated savings whether arising from tort (including, without limitation, negligence or breach of statutory duty), breach of contract or otherwise. Each Collaborating Practice agrees to indemnify and keep indemnified the other Collaborating Practices (including the Host Practice) against all costs, claims, demands, liabilities and damages incurred or suffered by a Collaborating Practice as a result of any act or omission of the indemnifying Collaborating Practice, or its employees or agents except in so far as such costs, claims, demands, liabilities or damages arise or are contributed to as a result of any act or omission of any other Collaborating Practice or of its employees or agents. Each Collaborating Practice shall ensure that its indemnity and insurance arrangements during the term of this Agreement are sufficient to cover its liabilities an Asset under this Agreement, including liabilities in respect of Staff and any third parties attending any premises for the purposes of delivering the requirements of the ES and the Seasonal Influenza ES. Any Collaborating Practice Parties shall upon request produce proceed to another evidence that Closing with respect to the indemnity and insurance arrangements are in place and up-to-dateremaining Assets. The Clinical Negligence Scheme for General Practice (CNSGP) provides clinical negligence indemnity cover for all staff engaged by a Collaborating Practice under Environmental Assessment shall be conducted at the CNSGP Regulations. It covers NHS activities delivered by a Part 4 contractor under a Primary Medical Services contract (including an NHS standard contract with Schedule 2L)sole cost, a Primary Medical Services sub-contractorrisk and expense of Buyer, or the provision of ‘Ancillary Health Services’ for a Part 4 contractor or Primary Medical Services sub-contractor such as an Enhanced Service. Cover under CNSGP is not restricted to a Collaborating practice’s registered patients so applies and shall be subject to the provision Indemnity Obligations. Seller shall have the right to be present during the Environmental Assessment of the ES any Asset. Buyer shall maintain, and shall cause its officers, employees, representatives, consultants and advisors to maintain, all information obtained by the Collaborating Practices Buyer pursuant to a person such any Environmental Assessment or other due diligence activity as practice staff who are not on the registered list of that Collaborating Practice. The Collaborating Practices shall take reasonable steps to advise any relevant Staff that they should consider whether they are covered by appropriate professional indemnity arrangements in respect of their involvement or activities in delivering the requirements of the ES and the Seasonal Influenza ES. If and to the extent that the indemnity arrangements set out in Clauses 34 to 38 conflict with indemnity arrangements in any other agreement or memorandum of understanding relating to the engagement of Staff to deliver the requirements of the ES and the Seasonal Influenza ES, the provisions of this agreement shall apply. SUB-CONTRACTING OF CLINICAL MATTERS We have agreed the sub-contracting of clinical matters set out at Schedule 6 which we consider is necessary to deliver the requirements of the ES and the Seasonal Influenza ES. Each Party shall, before undertaking such sub-contracted clinical services, assure itself that the proposed sub-contracted services are covered by the indemnity arrangements under the Clinical Negligence Scheme for General Practice. INTELLECTUAL PROPERTY For the purposes of this Agreement, intellectual property means rights in and to inventions, patents, design rights (registered or unregistered), copyrights, rights in strictly confidential information, database rights and any similar or analogous rights that exist anywhere in the world and including any application for any registration of the foregoing. Each of us has our own existing intellectual property and we will retain the ownership of our respective intellectual property rights. If any of us creates any new intellectual property in the course of this Agreement, the Collaborating Practice which creates the intellectual property will own the rights to that intellectual property unless agreed otherwise. We agree that in the interest of our PCN Grouping we will grant to each other a royalty free non-exclusive license to use our existing and newly created intellectual property for the purposes of fulfilment of our obligations under this Agreement. MEETINGS AND DECISION-MAKING Meetings We will arrange and attend meetings as often as is necessary to discuss any issues relating to the ES and the Seasonal Influenza ES including (but not limited to) performance, strategies and the operating environment relating to the delivery of the requirements of the ES and the Seasonal Influenza ES. We will agree an agenda prior to each meeting and ensure papers are circulated to each Collaborating Practice Closing or in advance. With the agreement perpetuity if Closing does not occur, unless disclosure of Collaborating Practices (any facts discovered through such agreement not to be unreasonably withheld), partners who are not Collaborating Practices may attend meetings of the Collaborating Practices to participate in discussions for the efficient and effective delivery of the requirements of the ES and the Seasonal Influenza ES. Meetings generally and decision-making Further arrangements relating to meetings of the Collaborating Practices including (but not limited to) ways in which meetings can be held, attendance and quorum requirements, and how decisions are made are set out in Schedule 7. JOINING THE PCN GROUPING A person or organisation may from time to time indicate to one or more Collaborating Practices that it wishes to join our PCN Grouping. Where this occurs, the relevant Collaborating Practice(s) will notify the others and the request shall be discussed by all other Collaborating Practices as soon as practicable, as per the governance arrangements set out within Schedule 7. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, it will be considered and decided whether it is appropriate for that person or organisation to join our PCN Grouping. We acknowledge that a person or organisation seeking to join our PCN Grouping must comply with the process of participation in the ES and the Seasonal Influenza ES, which includes an agreement in writing with the Commissioner in relation to its participation in the ES and the Seasonal Influenza ES. Where a person or organisation joins our PCN Grouping, this Agreement will be updated in accordance with the variation procedure set out in Clause 66 to include reference to that person or organisation as a Collaborating Practice and to reflect any consequential amendments to the Schedules of this Agreement that have been determined. LEAVING THE PCN GROUPING Clauses 54 to 65 below set out the minimum requirements relating to situations where a Collaborating Practice departs or Environmental Assessment is required to leave our PCN Grouping. Voluntary departure A Collaborating Practice may choose to leave our PCN Grouping by giving no less than 35 days’ notice to the other Collaborating Practices. From the date the Collaborating Practice leaves our PCN Grouping, that Collaborating Practice will also be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any requirements of the ES and the Seasonal Influenza ES. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the consequences of that Collaborating Practice’s departure in relation to our activities under this Agreement, financial arrangements, staffing arrangements and any other PCN Grouping related matters; the actions required of the departing Collaborating Practice; and the actual leaving date. The departing Collaborating Practice agrees to comply with all reasonable actions that are determined to be required of it before the actual leaving date. Such actions may include executing such documents and/or providing such information as required to ensure the delivery of the requirements of the ES and the Seasonal Influenza ES can be continued by the remaining Collaborating Practices. If any actions are not completed prior to the actual leaving date, the departing Collaborating Practice will complete those actions as soon as practicable after that date. With effect from the date the Collaborating Practice leaves our PCN Grouping, we will ensure that this Agreement is updated in accordance with the variation procedure set out in Clause 66 to remove references to the departed Collaborating Practice and to reflect any changes to the Schedules that have been determined, including, without limitation, changes to our activities taking into account any relevant requirements of the ES and the Seasonal Influenza ES. Expulsion A Collaborating Practice may be required to leave our PCN Grouping in certain circumstances. These include committing an act or omission set out in Clause 59 or where an event set out in Clause 7 below occurs. From the date a Collaborating Practice is expelled from or required to leave our PCN Grouping, that Collaborating Practice will be removed from this Agreement and the Agreement will coany

Activities. We have nominated, and the Commissioner has approved, the premises at [insert location] detailed in Schedule 1 as the premises from which the COVID-19 vaccination as set out in the ES will be delivered to eligible patients (the “Designated Site”). We have agreed to deliver Seasonal Influenza vaccination from the Designated Site in accordance with Schedule 9. [The property arrangements for the use of the Designated Site(s) are set out at Schedule 1.] . We have agreed that the [insert name] practice shall be the Host Practice, which shall provide the Host Services set out at Schedule 2 from the Commencement Date and subject to Clause 65 66 unless or until it is terminated in accordance with Clause 2. We agree that we will work together in a collaborative manner to deliver the requirements of the ES. The arrangements for this collaborative working are set out in Schedule 3 which describes the activities which will be undertaken by us and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 3 also sets out the agreed governance arrangements in relation to the delivery of any “pop up” clinics from which we will administer COVID-19 vaccinations. Unless by exception and agreed with the Commissioner in writing for a specific period, we shall administer the majority of COVID-19 vaccinations from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 3. [21A. We also agree that we will work together in a collaborative manner to deliver the requirements of the Seasonal Influenza ES. The arrangements for this collaborative working are set out in Schedule 9 which describes the activities which will be undertaken by us Without prejudice and includes our arrangements for how we will deliver the clinics and responsibility is shared between us. Schedule 9 also sets out the agreed governance arrangements in relation subject to the delivery provisions of any “pop up” clinics from which paragraph Error: Reference source not found of Schedule 4 we will administer seasonal influenza vaccinations. We shall administer the majority of the seasonal influenza vaccinations supplied by us to our temporary single medical practice from the Designated Site. We each agree to comply with our individual obligations as set out in Schedule 9.] We are satisfied that the Collaborating Practices, working together as the PCN Grouping is a temporary single medical practice joint enterprise and that the Patients who attend for COVID-19 vaccinations and/or Seasonal Influenza Covid-19 vaccinations are attending what is deemed to be a temporary single medical practice for the purpose of regulations regulation 3(8)(b) and 3A(1) and regulation 3(5), (8) and (9) of the Human Medicines Regulations 2012. STAFF SHARING ARRANGEMENTS We acknowledge that Schedule 4.1 4 sets out arrangements, in the form of a Memorandum of Understanding in relation to staffwhich, including inter alia, deal with staff and any arrangements for the re-deployment of existing staff of the Collaborating Practices (“Staff”)] ) for the purposes of delivering the COVID-19 COVID 19 Vaccination Programme. By signing the Memorandum of Understanding at Schedule 4.1 this Agreement we each agree to comply with our individual obligations as set out in itSchedule 4. FINANCIAL ARRANGEMENTS We acknowledge that Schedule 5 describes the financial arrangements between the Collaborating Practices. We each agree to comply with our individual obligations as set out in Schedule 5. We each agree that payment is utilised in a manner that constitutes an efficient and effective use of NHS funding. INFORMATION SHARING AND CONFIDENTIALITY For the purposes of this Agreement, confidential information means the provisions of this Agreement and all information provided in connection with this Agreement which is secret or otherwise not publicly available (in both cases in its entirety or in part) including commercial, financial, marketing or technical information, know- how, trade secrets or business methods, in all cases whether disclosed orally or in writing before or after the date of this Agreement. We may each request from any Collaborating Practice any information, including confidential information, which the requesting Collaborating Practice, acting reasonably, considers is necessary to enable us to carry out the activity of our PCN Grouping as set out in this Agreement. Such information may include (but is not limited to) patient records, information on expenditure on PCN Grouping related activity, information on performance of activity under this Agreement and information on, or relevant to, staff sharing arrangements. Where information, including confidential information, is requested by a Collaborating Practice, acting reasonably, for submission to the Commissioner for the purposes of showing compliance with the requirements of the ES and/or the Seasonal Influenza ES, we will, provided we are satisfied that there is a lawful basis for doing so, provide the information as requested. Provided information is requested in accordance with Clause 28 we agree that we will not unreasonably withhold agreement to share information following a request from another Collaborating Practice. We will use reasonable endeavours to ensure that any information provided to another Collaborating Practice in accordance with this Agreement is accurate in all material respects and we will provide such information within reasonable timescales and in the format requested, having regard to any due contractual, and subject to any other legal, obligations. We agree that sharing and processing of patient records and other information considered to be personal data under any applicable data protection legislation will take place as and when it is required. We each agree to comply with our individual obligations as set out in the Data Sharing Agreement detailed at Annex 1. Subject to Clause 34 and/or unless the information is to be provided to the Commissioner to show compliance with the requirements of the ES and/or the Seasonal Influenza ES, we will keep confidential all confidential information disclosed to any one of us by any Collaborating Practice in connection with this Agreement and we will use all reasonable endeavours to prevent staff in our organisations or any other person under our express or implied control from making any disclosure to any person of that information. In addition to disclosing any confidential information to the Commissioner for the purposes of the ES and/or the Seasonal Influenza ES (and payment and verification under the ES and/or the Seasonal Influenza ES), any Collaborating Practice may disclose another Collaborating Practice’s confidential information: to comply with applicable legislation; to any appropriate regulatory body; in connection with any dispute resolution or litigation between the Collaborating Practices; and as permitted under any other express arrangement or other provision of this Agreement, provided that: the Collaborating Practice whose confidential information is being disclosed is, where practicablepracticable and permissible, given prior notification of the disclosure; and the disclosure is reasonably considered to be necessary. INDEMNITY ARRANGEMENTS Each Nothing in this Agreement limits or purports to limit a Collaborating Practice accepts unlimited Practice’s liability for: death or personal injury caused by its own negligence; and or fraud committed by it or on its behalf. Save as set out in Without prejudice and subject to Clause 3437, no Collaborating Practice shall be liable to any other for (a) any indirect or consequential loss or (b) any loss of use or loss of profits, business, contracts, revenues or anticipated savings whether arising from tort (including, without limitation, negligence or breach of statutory duty), breach of contract or otherwise. Without prejudice and subject to Clause 37, the Host Practice excludes all liability to the Collaborating Practices arising otherwise than as a result of its own negligence in the performance of this Agreement. Each Collaborating Practice (the indemnifying Collaborating Practice) agrees to indemnify and keep indemnified the every other Collaborating Practices Practice (including the Host indemnified Collaborating Practice) against all costs, claims, demands, liabilities and damages incurred or suffered by a the indemnified Collaborating Practice as a result of any act or omission of the indemnifying Collaborating Practice, or its employees or agents except in so far as such costs, claims, demands, liabilities or damages arise or are contributed to as a result of any act or omission of any other the indemnified Collaborating Practice (or of any of its employees or agents). Each Collaborating Practice shall ensure that its indemnity and insurance arrangements during the term of this Agreement are sufficient to cover its liabilities under this Agreement, including liabilities in respect of Staff and any third parties attending any premises for the purposes of delivering the requirements of the ES and the Seasonal Influenza ES. Any Collaborating Practice shall upon request produce to another any other Collaborating Practice evidence that the indemnity and insurance arrangements are in place and up-to-date. The Clinical Negligence Scheme for General Practice (CNSGP) provides clinical negligence indemnity cover for all staff engaged by a Collaborating Practice under the CNSGP Regulations. It covers NHS activities delivered by a Part 4 contractor under a Primary Medical Services contract (including an NHS standard contract with Schedule 2L), a Primary Medical Services sub-contractor, or the provision of ‘Ancillary Health Services’ for a Part 4 contractor or Primary Medical Services sub-contractor such as an Enhanced Service. Cover under CNSGP is not restricted to a Collaborating practicePractice’s registered patients so applies to the provision of the ES by the a Collaborating Practices Practice to a person such as practice staff who are is not on the registered list of that Collaborating Practice. The Collaborating Practices shall take reasonable steps to advise any relevant Staff that they should consider whether they are covered by appropriate professional indemnity arrangements in respect of their involvement or activities in delivering the requirements of the ES and the Seasonal Influenza ES. If and to the extent that the indemnity arrangements set out in Clauses 34 35 to 38 39 conflict with indemnity arrangements in any other agreement or memorandum of understanding relating to the engagement of Staff to deliver the requirements of the ES and the Seasonal Influenza ES, the provisions of this agreement shall apply. SUB-CONTRACTING OF CLINICAL MATTERS We have agreed the sub-contracting of clinical matters set out at Schedule 6 which we consider is necessary to deliver the requirements of the ES and the Seasonal Influenza ES. Each Party shall, before undertaking such sub-contracted clinical services, assure itself that the proposed sub-contracted services are covered by the indemnity arrangements under the Clinical Negligence Scheme for General Practice. INTELLECTUAL PROPERTY For the purposes of this Agreement, intellectual property means rights in and to inventions, patents, design rights (registered or unregistered), copyrights, rights in confidential information, database rights and any similar or analogous rights that exist anywhere in the world and including any application for any registration of the foregoing. Each of us has our own existing intellectual property and we will retain the ownership of our respective intellectual property rights. If any of us creates any new intellectual property in the course of this Agreement, the Collaborating Practice which creates the intellectual property will own the rights to that intellectual property unless agreed otherwise. We agree that in the interest of our PCN Grouping we will grant to each other a royalty free non-exclusive license to use our existing and newly created intellectual property for the purposes of fulfilment of our obligations under this Agreement. MEETINGS AND DECISION-MAKING Meetings We will arrange and attend meetings as often as is necessary to discuss any issues relating to the ES and the Seasonal Influenza ES including (but not limited to) performance, strategies and the operating environment relating to the delivery of the requirements of the ES and the Seasonal Influenza ES. We will agree an agenda prior to each meeting and ensure papers are circulated to each Collaborating Practice in advance. With the agreement of Collaborating Practices (such agreement not to be unreasonably withheld), partners who are not Collaborating Practices may attend meetings of the Collaborating Practices to participate in discussions for the efficient and effective delivery of the requirements of the ES and the Seasonal Influenza ES. Meetings generally and decision-making Further arrangements relating to meetings of the Collaborating Practices including (but not limited to) ways in which meetings can be held, attendance and quorum requirements, and how decisions are made are set out in Schedule 7. JOINING THE PCN GROUPING A person or organisation may from time to time indicate to one or more Collaborating Practices that it wishes to join our PCN Grouping. Where this occurs, the relevant Collaborating Practice(s) will notify the others and the request shall be discussed by all other Collaborating Practices as soon as practicable, as per the governance arrangements set out within Schedule 7. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, it will be considered and decided whether it is appropriate for that person or organisation to join our PCN Grouping. We acknowledge that a person or organisation seeking to join our PCN Grouping must comply with the process of participation in the ES and the Seasonal Influenza ES, which includes an agreement in writing with the Commissioner in relation to its participation in the ES and the Seasonal Influenza ES. Where a person or organisation joins our PCN Grouping, this Agreement will be updated in accordance with the variation procedure set out in Clause 66 to include reference to that person or organisation as a Collaborating Practice and to reflect any consequential amendments to the Schedules of this Agreement that have been determined. LEAVING THE PCN GROUPING Clauses 54 to 65 below set out the minimum requirements relating to situations where a Collaborating Practice departs or is required to leave our PCN Grouping. Voluntary departure A Collaborating Practice may choose to leave our PCN Grouping by giving no less than 35 days’ notice to the other Collaborating Practices. From the date the Collaborating Practice leaves our PCN Grouping, that Collaborating Practice will also be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any requirements of the ES and the Seasonal Influenza ES. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the consequences of that Collaborating Practice’s departure in relation to our activities under this Agreement, financial arrangements, staffing arrangements and any other PCN Grouping related matters; the actions required of the departing Collaborating Practice; and the actual leaving date. The departing Collaborating Practice agrees to comply with all reasonable actions that are determined to be required of it before the actual leaving date. Such actions may include executing such documents and/or providing such information as required to ensure the delivery of the requirements of the ES and the Seasonal Influenza ES can be continued by the remaining Collaborating Practices. If any actions are not completed prior to the actual leaving date, the departing Collaborating Practice will complete those actions as soon as practicable after that date. With effect from the date the Collaborating Practice leaves our PCN Grouping, we will ensure that this Agreement is updated in accordance with the variation procedure set out in Clause 66 to remove references to the departed Collaborating Practice and to reflect any changes to the Schedules that have been determined, including, without limitation, changes to our activities taking into account any relevant requirements of the ES and the Seasonal Influenza ES. Expulsion A Collaborating Practice may be required to leave our PCN Grouping in certain circumstances. These include committing an act or omission set out in Clause 59 or where an event set out in Clause 7 below occurs. From the date a Collaborating Practice is expelled from or required to leave our PCN Grouping, that Collaborating Practice will be removed from this Agreement and the Agreement will co.