Common use of IT IS AGREED AS FOLLOWS Clause in Contracts

IT IS AGREED AS FOLLOWS. Appointment and Term Company hereby engages Contractor to carry out the Services and Contractor hereby agrees to provide the Services on the following conditions. This Agreement shall be in substitution for any terms previously in force between the Parties. Contractor's appointment shall commence from and (subject to the powers of termination hereinafter contained) continue to the respective dates set out in Schedule B to this Agreement. These dates are agreed on the basis that, normal circumstances prevailing, the Services shall have been completed to the satisfaction of the Company. Subject to clause 1.4 (b), Contractor will perform the Services personally, or will assign the Services to the person or persons named in Schedule A If for any reason the person or persons named in Schedule A is no longer available, Contractor will replace him/her immediately by another person or persons of equal competence. It is agreed that, for the purposes of carrying out the Services under this Agreement, Contractor is an independent contractor who shall not hold itself out as or purport to be an employee of Company. Nothing in this Agreement shall be deemed to imply that the relationship between Company and Contractor under this Agreement is that of master and servant, principal and agent or employer and employee. If either party shall be prevented from carrying out its obligations under this Agreement due to causes beyond its reasonable control including, without prejudice to the generality of the foregoing, strikes, lock-outs, labour disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, then: subject to 1.7 (b) and (c), that party’s obligations under the Agreement shall be suspended during the period and to the extent that that party is prevented or hindered from performing its obligations under the Agreement; the party concerned shall give notice of suspension as soon as reasonably possible to the other party stating the date and extent of the suspension and its cause. The omission to give such notice shall forfeit the rights of that party to claim suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party;

IT IS AGREED AS FOLLOWS. Appointment The Client will pay the Consultant the amount due and Term Company hereby engages Contractor to carry out his duties in accordance with the conditions of contract identified in the Contract Data and the Contract Schedules. The Consultant will Provide the Service in accordance with the conditions of contract identified in the Contract Data and the Contract Schedules. This contract incorporates the conditions of contract in the form of the NEC4 Professional Services Contract June 2017 Edition incorporating amendments January 2019 and Contractor hereby agrees to provide the Services on October 2020 and incorporating the following conditionsOptions: [Insert selected main option to be selected on a project specific basis] [W1] [W2]; Option [insert selected X Options to be selected on a project specific basis] and Option [Y(UK)1][Y(UK)2][Y(UK)3] which together with the additional conditions of contract specified in Option Z, and the amendments specified in Option Z, form this contract together with the documents referred to in it. References in the NEC4 Professional Services Contract June 2017 Edition incorporating amendments January 2019 and October 2020 to "the contract" are references to this contract. This Agreement shall be in substitution for any terms previously in force contract [and the Framework Agreement] is the entire agreement between the Parties. Contractor's appointment shall commence from and (subject parties in relation to the powers of termination hereinafter containedservice and supersedes and extinguishes all prior arrangements, understandings, agreements, statements, representations or warranties (whether written or oral) continue to the respective dates relating thereto. Neither party has been given, nor entered into this contract in reliance on any arrangements, understandings, agreements, statements, representations or warranties other than those expressly set out in Schedule B to this Agreement. These dates are agreed on the basis that, normal circumstances prevailing, the Services shall have been completed to the satisfaction of the Company. Subject to clause 1.4 (b), Contractor will perform the Services personally, or will assign the Services to the person or persons named in Schedule A If for any reason the person or persons named in Schedule A is no longer available, Contractor will replace him/her immediately by another person or persons of equal competence. It is agreed that, for the purposes of carrying out the Services under this Agreement, Contractor is an independent contractor who shall not hold itself out as or purport to be an employee of Companyagreement. Nothing in clauses 4 or 5 shall exclude liability in respect of misrepresentations made fraudulently. [Execution note Appropriate execution provisions will need to be inserted here depending upon whether the Call Off Contract is to be executed as a deed (meaning the contract will have a limitation period of 12 years) or a simple contract under hand (meaning that the contract will have a limitation period of only 6 years) and how each entity intends to effect the execution. Example execution clauses are set out below and customer guidance concerning the options can be obtained from Crown Commercial Service. Contracting Authorities will need to check with the relevant company as to which option is required.] [General note Access to the NEC suite of contracts, including guidance and membership details can be found via the NEC Website: xxxxx://xxx.xxxxxxxxxxx.xxx/ Additionally, Crown Commercial Service has worked together with NEC to provide discounted access to the suite of contracts . Further information can be found on the Project Management and Full Design Team Services Framework Agreement Webpage: xxxx://xxx-xxxxxxxxxx.xxxxxxxxxxxxx.xxx.xx/project-management-and-full-design-team-services-rm3741 Contracting Authorities are able to select the most appropriate W, X, Y and Z clauses and include additional Z clauses that meet their requirement.] Example execution clauses: (Note: the following signature blocks need to be adapted to reflect the specific requirements of the relevant parties who are executing the Call Off Contract as a Deed. The following is an example only) Executed under hand [Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF COMPANY] ............................... [SIGNATURE OF DIRECTOR] Director OR Executed as a deed EXECUTED AS A DEED by the parties on the date which first appears in this Deed. EXECUTED (but not delivered until the date hereof) AS A DEED by [ ] acting by: - Director _________________________ Director/Secretary_________________________ OR EXECUTED AS A DEED by the parties on the date which first appears in this Deed. EXECUTED (but not delivered until the date hereof) AS A DEED by [ ] acting by:- Authorised Signatory_________________________ Authorised Signatory_________________________ OR EXECUTED AS A DEED by the parties on the date which first appears in this Deed. Executed as a deed by affixing the common seal of [ ] [COMMON SEAL] in the presence of: ................................................. [SIGNATURE OF DIRECTOR / SIGNATURE OF AUTHORISED SIGNATORY] Director .................................................. [SIGNATURE OF DIRECTOR/SECRETARY] [Director OR Secretary] OR EXECUTED AS A DEED by the parties on the date which first appears in this Deed. Executed as a deed by [ ] acting by [NAME OF DIRECTOR], a director, in the presence of: ………………………… [SIGNATURE OF DIRECTOR] Director ............................. [SIGNATURE OF WITNESS] [NAME OF WITNESS [IN BLOCK CAPITALS]] [ADDRESS OF WITNESS] [OCCUPATION OF WITNESS] Professional Services Contract Contract Data Part one – Data provided by the Client 1 General The conditions of contract are the core clauses and the clauses for the following main option, the option for resolving and avoiding disputes and the and secondary Options of the NEC4 Professional Services Contract June 2017 incorporating amendments January 2019 and October 2020. Main Option [A, C, E] Option for resolving and avoiding disputes [W1 or W2] Secondary Options [X1, X2, X3, X4, X5, X6, X7, X8, X9, X10, X11, X12, X13, X18, X20, Y(UK)1, Y(UK)2, Y(UK)3] and Z. The service is [ ] The Client is [ insert name of contracting authority ] Address for communications [ ] Address for electronic communications [ ] The Service Manager is [ ] Address for communications [ ] Address for electronic communications [ ] The Scope is in [ ][schedule [ ] of the Framework Agreement….]. The language of the contract is English. The law of the contract is the law of [England and Wales],[Scotland] or [Northern Ireland] [and the Courts of the country selected above, shall have exclusive jurisdiction with regard to any dispute in connection with this Agreement and the Parties irrevocably agree to submit to the jurisdiction of those courts]. [Where legislation is expressly mentioned in this Call Off Contract the legislation of the country selected here, shall be have the effect of substituting the equivalent country’s legislation] [If Option Y(UK)2 is said to apply then notwithstanding that this contract relates to the carrying out of construction operations other than in England or Wales or Scotland, the Act is deemed to imply apply to this contract.] [Guidance: for works carried out in Northern Ireland] The period for reply is [two weeks] except that The period for reply for [ ] is [ ] The period for reply for [ ] is [ ] [If periods other than 2 weeks are required for certain communications, identify them here] The period for retention is [6/12] years following Completion or earlier termination. (If the relationship between Company and Contractor under this Agreement Call Off Contract is that of master and servantexecuted as a deed, principal and agent or employer and employeethen select 12 years. If either party shall the Call Off Contract is signed as a simple contract then select 6 years) The following matters will be prevented from carrying out its obligations under this Agreement due included in the Early Warning Register [….]. Early warning meetings are held at intervals no longer than [ ] 2 The Consultant’s main responsibilities If the Client has identified work which is set to causes beyond its reasonable control including, without prejudice meet a stated condition by a key date The key dates and conditions to the generality be met are condition to be met key date [….] [….] [….] [….] [….] [….] If Option A is used The Consultant prepares forecasts of the foregoing, strikes, lock-outs, labour disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law total expenses at intervals no longer than [….] weeks If Option C or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, thenE is used: subject to 1.7 (b) and (c), that party’s obligations under the Agreement shall be suspended during the period and to the extent that that party is prevented or hindered from performing its obligations under the Agreement; the party concerned shall give notice of suspension as soon as reasonably possible to the other party stating the date and extent The Consultant prepares forecasts of the suspension total Defined Cost plus Fee and its cause. The omission to give such notice shall forfeit the rights of that party to claim suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party;expenses at intervals no longer than [….] weeks

IT IS AGREED AS FOLLOWS. Appointment The Employer will pay the Consultant the amount due and Term Company hereby engages Contractor to carry out his duties in accordance with the conditions of contract identified in the Contract Data and the Contract Schedules. The Consultant will Provide the Services in accordance with the conditions of contract identified in the Contract Data and Contractor hereby agrees to provide the Services on the following conditionsContract Schedules. This Agreement shall be contract incorporates the conditions of contract in substitution for any terms previously the form of the NEC3 Professional Services Short Contract April 2013 together with the additional conditions specified in force the Contract Data, which form this contract together with the documents referred to in it. References in the NEC3 Professional Services Short Contract April 2013 Edition to "the contract" are references to this contract. This contract [and the Framework Agreement] is the entire agreement between the Parties. Contractor's appointment shall commence from and (subject parties in relation to the powers of termination hereinafter containedservices and supersedes and extinguishes all prior arrangements, understandings, agreements, statements, representations or warranties (whether written or oral) continue to the respective dates relating thereto. Neither party has been given, nor entered into this agreement in reliance on any arrangements, understandings, agreements, statements, representations or warranties other than those expressly set out in Schedule B this agreement. Nothing in clauses 4 or 5 shall exclude liability in respect of misrepresentations made fraudulently. [Execution note Appropriate execution provisions will need to this Agreementbe inserted here depending upon whether the Call Off Contract is to be executed as a deed (meaning the contract will have a limitation period of 12 years) or a simple contract under hand (meaning that the contract will have a limitation period of only 6 years) and how each entity intends to effect the execution. These dates Example execution clauses are agreed set out below and customer guidance concerning the options can be obtained from Crown Commercial Service. Contracting Authorities will need to check with the relevant company as to which option is required.] [General note Access to the NEC suite of contracts, including guidance and membership details can be found via the NEC Website: xxxxx://xxx.xxxxxxxxxxx.xxx/ Additionally, Crown Commercial Service has worked together with NEC to provide discounted access to the suite of contracts . Further information can be found on the Project Management and Full Design Team Services Framework Agreement Webpage: xxxx://xxx-xxxxxxxxxx.xxxxxxxxxxxxx.xxx.xx/project-management-and-full-design-team-services-rm [ ] Example execution clauses: (Note: the following signature blocks need to be adapted to reflect the specific requirements of the relevant parties who are executing the Call Off Contract as a Deed. The following is an example only) Executed under hand [Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF COMPANY] ............................... [SIGNATURE OF DIRECTOR] Director OR Executed as a deed EXECUTED AS A DEED by the parties on the date which first appears in this Deed. EXECUTED (but not delivered until the date hereof) AS A DEED by [ ] acting by: - Director _________________________ Director/Secretary_________________________ OR EXECUTED AS A DEED by the parties on the date which first appears in this Deed. EXECUTED (but not delivered until the date hereof) AS A DEED by [ ] acting by:- Authorised Signatory_________________________ Authorised Signatory_________________________ OR EXECUTED AS A DEED by the parties on the date which first appears in this Deed. Executed as a deed by affixing the common seal of [ ] [COMMON SEAL] in the presence of: ................................................. [SIGNATURE OF DIRECTOR / SIGNATURE OF AUTHORISED SIGNATORY] Director .................................................. [SIGNATURE OF DIRECTOR/SECRETARY] [Director OR Secretary] OR EXECUTED AS A DEED by the parties on the date which first appears in this Deed. Executed as a deed by [ ] acting by [NAME OF DIRECTOR], a director, in the presence of: ………………………… [SIGNATURE OF DIRECTOR] Director ............................. [SIGNATURE OF WITNESS] [NAME OF WITNESS [IN BLOCK CAPITALS]] [ADDRESS OF WITNESS] [OCCUPATION OF WITNESS] nec3 Professional Service Short Contract A contract between and for Contents Contract Forms Contract Data The Consultant’s Offer Price List Scope Notes about the contract are printed in boxes like this one. They are not part of the contract Contract Data The Client is Name Address Telephone E-mail address The services are The starting date is The completion date is The delay damages for late Completion are per day The law of the contract is The period for reply is weeks The defects date is weeks after Completion The assessment date is the of each month Work is to be carried out on a time charge basis that, normal circumstances prevailing, Delete if work is not to be carried out on a time charge basis If the Services shall have period for payment is not four weeks The period for payment is weeks The interest rate on late payment is % per complete week of delay. Insert a rate only if a rate less than 0.5% per week of delay has been completed agreed. Contract Data The Consultant provides the following insurance cover q Insurance against Minimum amount of cover Period following Completion or earlier termination Failure of the Consultant to use the skill and care normally used by professionals providing services similar to the satisfaction services. ___________________________ in respect of the Company. Subject to clause 1.4 (b)each claim, Contractor will perform the Services personally, or will assign the Services without limit to the number of claims ___________________________ Death of or bodily injury to a person or persons named in Schedule A If for any reason the person or persons named in Schedule A is no longer available, Contractor will replace him/her immediately by another person or persons of equal competence. It is agreed that, for the purposes of carrying out the Services under this Agreement, Contractor is an independent contractor who shall (not hold itself out as or purport to be an employee of Companythe Consultant) or loss of or damage to property resulting from an action or failure to take action by the Consultant ___________________________ in respect of each claim, without limit to the number of claims ___________________________ Death of or bodily injury to employees of the Consultant arising out of and in the course of their employment in connection with this contract ___________________________ in respect of each claim, without limit to the number of claims The Client provides the following insurance cover Only enter details here if Client is to provide insurance. Nothing _________________________________________________________________________ _________________________________________________________________________ _________________________________________________________________________ The Consultant’s total liability to the Client for matters for which insurance is provided is limited to The Consultant’s total liability to the Client for other matters is limited to The tribunal is: If the tribunal is arbitration, the arbitration procedure is The place where the arbitration is to be held is The person who will choose the arbitrator if the Parties cannot agree is Only include these statements if the tribunal is arbitration. The conditions of contract are the NEC Professional Services Short Contract (April 2013) and the following additional conditions. Only enter details here if additional conditions are required Option Z2 Identified and defined terms [applies][does not apply] Option Z4 Admittance to Client’s Premises [applies][does not apply] Option Z5 Prevention of fraud and bribery [applies][does not apply] Option Z6 Equality and diversity [applies][does not apply] Option Z7 Legislation and Official Secrets [applies][does not apply] Option Z8 Conflict of interest [applies][does not apply] Option Z9 Publicity and Branding [applies][does not apply] Option Z10 Freedom of information [applies][does not apply] Option Z13 Confidentiality and Information Sharing [applies][does not apply] Option Z14 Security Requirements [applies][does not apply] Option Z16 Tax Compliance [applies][does not apply] Option Z22 Fair payment [applies][does not apply] Option Z26 Building Information Modelling [applies][does not apply] the information execution plan is …………………… Option Z44 Intellectual Property Rights [applies][does not apply] Option Z45 HMRC Requirements [applies][does not apply] Option Z46 MoD DEFCON Requirements [applies][does not apply] Option Z47 Small and Medium Sized Enterprises (SMEs) [applies][does not apply] The percentage of the Consultant’s Subconsultants required to be SMEs is ……………………………. % Option Z48 Apprenticeships [applies][does not apply] Option Z49 Change of Control [applies][does not apply] Option Z50 Financial Standing [applies][does not apply] Option Z51 Financial Distress [applies][does not apply] Option Z52 Records, audit access and open book data [applies][does not apply] Option Z100 Data Protection [applies][does not apply] Option Z101 Cyber Essentials [applies][does not apply] [insert details/reference of any other additional conditions required by the Client] __________________________________________________________________________ The Consultant’s Offer The Consultant is Name Address Telephone The Consultant offers to Provide the Services in this Agreement shall accordance with the conditions of contract for an amount to be deemed determined in accordance with the conditions of conditions. The name, job, qualifications and experience of the Consultant’s key people are in The staff rates are Person or job Unit of measurement rate People not stated here are at open market rates or competitively tendered rates The offered total of the Prices is Enter the total of the Prices from the Price List. If all work is to imply be carried out on a time charge basis, enter ‘Not Applicable’ Price List Entries in the first four columns are made either by the Client or the tenderer. For each row: If the Consultant is to be paid an amount for the item which is not adjusted if the quantity of work in the item changes, the tenderer enters the amount in the Price column only. If the Consultant is to be paid an amount for the item of work and which is the rate for the work multiplied by the quantity completed, the tenderer enters the rate which is then multiplied by the Expected quantity to produce the Price, which is also entered. If the work is to be paid on a time charge basis, only expenses should be included. Costs incurred by the Consultant other than the listed expenses are included in the Rates and Prices and the staff rates. If expenses are paid at cost, then 'at cost' should be entered into the Rate column. Delete or strike through unused rows. ITEM NUMBER DESCRIPTION UNIT EXPECTED QUANTITY RATE PRICE EXPENSES The total of the Prices is Scope The Scope should be a complete and precise statement of the Client's requirements. If it is incomplete or imprecise, there is a risk that the relationship between Company Consultant will interpret it differently from the Client's intention. Information provided by the Consultant should be listed in the Scope only if the Client is satisfied that it is required, is part of a complete statement of the Client's requirements and Contractor under this Agreement is that consistent with other parts of master the Scope. Purpose of the Service Provide a brief summary of why the service is being commissioned and servant, principal what it will be used for. Description of the service Give a complete and agent or employer and employeeprecise description of what the Consultant is required to do. If either party shall items of work have to be prevented from carrying out its obligations under this Agreement due to causes beyond its reasonable control includingprovided by a stated date, without prejudice to include a table describing the generality of the foregoing, strikes, lock-outs, labour disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, then: subject to 1.7 (b) works and (c), that party’s obligations under the Agreement shall be suspended during the period and to the extent that that party is prevented or hindered from performing its obligations under the Agreement; the party concerned shall give notice of suspension as soon as reasonably possible to the other party stating the date when it is to be provided. Scope Existing information List existing information which is relevant to the services. This can include documents which the Consultant is to further develop Specifications and extent standards List the specifications and standards that apply to the contract. Scope Constraints on how the Consultant provides the Service State any constraints on sequence and timing of work and on method and conduct of work including the suspension requirements for any work by the Client. Set out any requirements for a quality management system. Include a dispute resolution procedure if required. Scope Requirements for the programme State whether a programme is required and, if it is, what form it is to be in, what information is to be shown on it, when it is to be submitted and its causewhen it is to be updated Scope Information and other things provided by the Client Describe what information and other things the Client is to provide and by when. The omission Information is that which is not currently available, but will become available during the contract. Other things could include access to give a person, place (such notice shall forfeit as office space or a site) or the rights of that party to claim suspensionClient's information technology systems. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party;Item Date by which it will be provided

IT IS AGREED AS FOLLOWS. Appointment The Employer will pay the Consultant the amount due and Term Company hereby engages Contractor to carry out his duties in accordance with the conditions of contract identified in the Contract Data and the Contract Schedules. The Consultant will Provide the Services in accordance with the conditions of contract identified in the Contract Data and Contractor hereby agrees to provide the Services on the following conditionsContract Schedules. This Agreement shall be in substitution for any terms previously in force Call Off Contract is the entire agreement between the Parties. Contractor's appointment shall commence from and (subject parties in relation to the powers of termination hereinafter containedservices and supersedes and extinguishes all prior arrangements, understandings, agreements, statements, representations or warranties (whether written or oral) continue to the respective dates relating thereto. Neither party has been given, nor entered into this agreement in reliance on any arrangements, understandings, agreements, statements, representations or warranties other than those expressly set out in Schedule B to this Agreement. These dates are agreed on the basis that, normal circumstances prevailing, the Services shall have been completed to the satisfaction of the Company. Subject to clause 1.4 (b), Contractor will perform the Services personally, or will assign the Services to the person or persons named in Schedule A If for any reason the person or persons named in Schedule A is no longer available, Contractor will replace him/her immediately by another person or persons of equal competence. It is agreed that, for the purposes of carrying out the Services under this Agreement, Contractor is an independent contractor who shall not hold itself out as or purport to be an employee of Companyagreement. Nothing in clauses 3 or 4 shall exclude liability in respect of misrepresentations made fraudulently. The Contract Schedules are: [TUPE Schedules] [Template collateral warranty in favour of a beneficiary] [Template Deed of Guarantee] [Security Policy] [Employer’s Code of Conduct] [Other details to be inserted here] [Execution note Appropriate execution provisions will need to be inserted here depending upon whether the Call Off Contract is to be executed as a deed (meaning the contract will have a limitation period of 12 years) or a simple contract under hand (meaning that the contract will have a limitation period of only 6 years) and how each entity intends to effect the execution. Example execution clauses are set out below and customer guidance concerning the options can be obtained from Crown Commercial Service. Contracting Authorities will need to check with the relevant company as to which option is required.] [General note Access to the NEC suite of contracts, including guidance and membership details can be found via the NEC Website: xxxxx://xxx.xxxxxxxxxxx.xxx/ Additionally, Crown Commercial Service has worked together with NEC to provide discounted access to the suite of contracts . Further information can be found on the Project Management and Full Design Team Services Framework Agreement Webpage: xxxx://xxx-xxxxxxxxxx.xxxxxxxxxxxxx.xxx.xx/project-management-and-full-design-team-services-rm3741 Contracting Authorities are able to select the most appropriate W, X, Y and Z clauses and include additional Z clauses that meet their requirement.] Example execution clauses: (Note: the following signature blocks need to be adapted to reflect the specific requirements of the relevant parties who are executing the Call Off Contract as a Deed. The following is an example only) Executed under hand [Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF COMPANY] ............................... [SIGNATURE OF DIRECTOR] Director OR Executed as a deed EXECUTED AS A DEED by the parties on the date which first appears in this Deed. EXECUTED (but not delivered until the date hereof) AS A DEED by [ ] acting by: - Director _________________________ Director/Secretary_________________________ OR EXECUTED AS A DEED by the parties on the date which first appears in this Deed. EXECUTED (but not delivered until the date hereof) AS A DEED by [ ] acting by:- Authorised Signatory_________________________ Authorised Signatory_________________________ OR EXECUTED AS A DEED by the parties on the date which first appears in this Deed. Executed as a deed by affixing the common seal of [ ] [COMMON SEAL] in the presence of: ................................................. [SIGNATURE OF DIRECTOR / SIGNATURE OF AUTHORISED SIGNATORY] Director .................................................. [SIGNATURE OF DIRECTOR/SECRETARY] [Director OR Secretary] OR EXECUTED AS A DEED by the parties on the date which first appears in this Deed. Executed as a deed by [ ] acting by [NAME OF DIRECTOR], a director, in the presence of: ………………………… [SIGNATURE OF DIRECTOR] Director ............................. [SIGNATURE OF WITNESS] [NAME OF WITNESS [IN BLOCK CAPITALS]] [ADDRESS OF WITNESS] [OCCUPATION OF WITNESS] Professional Services Contract Contract Data Part one – Data provided by the Employer 1 General The conditions of contract are the core clauses and the clauses for main Option [A, C, E], dispute resolution Option [W1 or W2] and secondary Options [X1, X2, X3, X4, X5, X6, X7, X8, X9, X10, X11, X12, X18, X19, X20, Y(UK)1, Y(UK)2], Y(UK)3 and Z of the NEC3 Professional Services Contract (April 2013). The Employer is [ insert name and address of contracting authority ] The Adjudicator is the person agreed by the Parties from the list of Adjudicators published by the Institution of Civil Engineers or nominated by the Adjudicator nominating body in the absence of agreement. [Replace with Chartered Institute of Arbitrators for non-engineering services] The services are [….]. The Scope is in [schedule [ ] of the Framework Agreement….]. The language of this contract is English. The law of the contract is the law of [England and Wales],[Scotland] or [Northern Ireland] [and the Courts of the country selected above, shall have exclusive jurisdiction with regard to any dispute in connection with this Agreement and the Parties irrevocably agree to submit to the jurisdiction of those courts]. [Where legislation is expressly mentioned in this Call Off Contract the legislation of the country selected here, shall be deemed to imply that have the relationship between Company effect of substituting the equivalent country’s legislation] The period for reply is [two weeks]. [If periods other than 2 weeks are required for certain communications, identify them here and Contractor under this Agreement add “all other communications … 2 weeks”] The period for retention is that of master and servant[6/12] years following Completion or earlier termination. (If the Call Off Contract is executed as a deed, principal and agent or employer and employeethen select 12 years. If either party shall the Call Off Contract is signed as a simple contract then select 6 years) The Adjudicator nominating body is the [Institution of Civil Engineers] [Chartered Institute of Arbitrators] [other nominating body] The tribunal is [litigation] or [arbitration] The following matters will be prevented from carrying out its obligations under this Agreement due to causes beyond its reasonable control including, without prejudice to included in the generality of the foregoing, strikes, lock-outs, labour disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, then: subject to 1.7 (b) and (c), that party’s obligations under the Agreement shall be suspended during the period and to the extent that that party is prevented or hindered from performing its obligations under the Agreement; the party concerned shall give notice of suspension as soon as reasonably possible to the other party stating the date and extent of the suspension and its cause. The omission to give such notice shall forfeit the rights of that party to claim suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party;Risk Register [….].

IT IS AGREED AS FOLLOWS. Appointment The Employer will pay the Consultant the amount due and Term Company hereby engages Contractor to carry out his duties in accordance with the conditions of contract identified in the Contract Data and the Contract Schedules. The Consultant will Provide the Services in accordance with the conditions of contract identified in the Contract Data and Contractor hereby agrees to provide the Contract Schedules. This contract incorporates the conditions of contract in the form of the NEC3 Professional Services on Contract April 2013 and incorporating the following conditionsOptions: [Insert selected main option to be selected on a project specific basis] [W1] [W2]; Option [insert selected X Options to be selected on a project specific basis] and Option [Y(UK)1] [Y(UK)2] [Y(UK)3] which together with the additional conditions of contract specified in Option Z, and the amendments specified in Option Z, form this contract together with the documents referred to in it. References in the NEC3 Professional Services Contract April 2013 Edition to "the contract" are references to this contract. This Agreement shall be in substitution for any terms previously in force contract [and the Framework Agreement] is the entire agreement between the Parties. Contractor's appointment shall commence from and (subject parties in relation to the powers of termination hereinafter containedservices and supersedes and extinguishes all prior arrangements, understandings, agreements, statements, representations or warranties (whether written or oral) continue to the respective dates relating thereto. Neither party has been given, nor entered into this agreement in reliance on any arrangements, understandings, agreements, statements, representations or warranties other than those expressly set out in Schedule B to this Agreement. These dates are agreed on the basis that, normal circumstances prevailing, the Services shall have been completed to the satisfaction of the Company. Subject to clause 1.4 (b), Contractor will perform the Services personally, or will assign the Services to the person or persons named in Schedule A If for any reason the person or persons named in Schedule A is no longer available, Contractor will replace him/her immediately by another person or persons of equal competence. It is agreed that, for the purposes of carrying out the Services under this Agreement, Contractor is an independent contractor who shall not hold itself out as or purport to be an employee of Companyagreement. Nothing in clauses 4 or 5 shall exclude liability in respect of misrepresentations made fraudulently. [Execution note Appropriate execution provisions will need to be inserted here depending upon whether the Call Off Contract is to be executed as a deed (meaning the contract will have a limitation period of 12 years) or a simple contract under hand (meaning that the contract will have a limitation period of only 6 years) and how each entity intends to effect the execution. Example execution clauses are set out below and customer guidance concerning the options can be obtained from Crown Commercial Service. Contracting Authorities will need to check with the relevant company as to which option is required.] [General note Access to the NEC suite of contracts, including guidance and membership details can be found via the NEC Website: xxxxx://xxx.xxxxxxxxxxx.xxx/ Additionally, Crown Commercial Service has worked together with NEC to provide discounted access to the suite of contracts . Further information can be found on the Project Management and Full Design Team Services Framework Agreement Webpage: xxxx://xxx-xxxxxxxxxx.xxxxxxxxxxxxx.xxx.xx/project-management-and-full-design-team-services-rm3741 Contracting Authorities are able to select the most appropriate W, X, Y and Z clauses and include additional Z clauses that meet their requirement.] Example execution clauses: (Note: the following signature blocks need to be adapted to reflect the specific requirements of the relevant parties who are executing the Call Off Contract as a Deed. The following is an example only) Executed under hand [Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF COMPANY] ............................... [SIGNATURE OF DIRECTOR] Director OR Executed as a deed EXECUTED AS A DEED by the parties on the date which first appears in this Deed. EXECUTED (but not delivered until the date hereof) AS A DEED by [ ] acting by: - Director _________________________ Director/Secretary_________________________ OR EXECUTED AS A DEED by the parties on the date which first appears in this Deed. EXECUTED (but not delivered until the date hereof) AS A DEED by [ ] acting by:- Authorised Signatory_________________________ Authorised Signatory_________________________ OR EXECUTED AS A DEED by the parties on the date which first appears in this Deed. Executed as a deed by affixing the common seal of [ ] [COMMON SEAL] in the presence of: ................................................. [SIGNATURE OF DIRECTOR / SIGNATURE OF AUTHORISED SIGNATORY] Director .................................................. [SIGNATURE OF DIRECTOR/SECRETARY] [Director OR Secretary] OR EXECUTED AS A DEED by the parties on the date which first appears in this Deed. Executed as a deed by [ ] acting by [NAME OF DIRECTOR], a director, in the presence of: ………………………… [SIGNATURE OF DIRECTOR] Director ............................. [SIGNATURE OF WITNESS] [NAME OF WITNESS [IN BLOCK CAPITALS]] [ADDRESS OF WITNESS] [OCCUPATION OF WITNESS] Professional Services Contract Contract Data Part one – Data provided by the Employer 1 General The conditions of contract are the core clauses and the clauses for main Option [A, C, E, G], dispute resolution Option [W1 or W2] and secondary Options [X1, X2, X3, X4, X5, X6, X7, X8, X9, X10, X11, X12, X18, X19, X20, Y(UK)1, Y(UK)2], [Y(UK)3] and Z of the NEC3 Professional Services Contract (April 2013). The Employer is [ insert name and address of contracting authority ] The Adjudicator is the person agreed by the Parties from the list of Adjudicators published by the Institution of Civil Engineers or nominated by the Adjudicator nominating body in the absence of agreement. [Replace with Chartered Institute of Arbitrators for non-engineering services] The services are [….]. The Scope is in [schedule [ ] of the Framework Agreement….]. The language of this contract is English. The law of the contract is the law of [England and Wales],[Scotland] or [Northern Ireland] [and the Courts of the country selected above, shall have exclusive jurisdiction with regard to any dispute in connection with this Agreement and the Parties irrevocably agree to submit to the jurisdiction of those courts]. [Where legislation is expressly mentioned in this Call Off Contract the legislation of the country selected here, shall be deemed to imply that have the relationship between Company effect of substituting the equivalent country’s legislation] The period for reply is [two weeks]. [If periods other than 2 weeks are required for certain communications, identify them here and Contractor under this Agreement add “all other communications … 2 weeks”] The period for retention is that of master and servant[6/12] years following Completion or earlier termination. (If the Call Off Contract is executed as a deed, principal and agent or employer and employeethen select 12 years. If either party shall the Call Off Contract is signed as a simple contract then select 6 years) The Adjudicator nominating body is the [Institution of Civil Engineers] [Chartered Institute of Arbitrators] [other nominating body] The tribunal is [litigation] or [arbitration] The following matters will be prevented from carrying out its obligations under this Agreement due to causes beyond its reasonable control including, without prejudice to included in the generality of the foregoing, strikes, lock-outs, labour disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, then: subject to 1.7 (b) and (c), that party’s obligations under the Agreement shall be suspended during the period and to the extent that that party is prevented or hindered from performing its obligations under the Agreement; the party concerned shall give notice of suspension as soon as reasonably possible to the other party stating the date and extent of the suspension and its cause. The omission to give such notice shall forfeit the rights of that party to claim suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party;Risk Register [….].