Guidance Notes. This clause means what it says – provisions in the ITT and post-tender correspondence will all fall away and the completed contract document with Schedules comprises the entire agreement. It is therefore incumbent on buyers to copy the relevant provisions of the ITT and incorporate the relevant provisions of post-tender correspondence in the Schedules (see the guidance notes to each Schedule). The entire agreement approach avoids the need to refer back to the ITT and other extraneous documents and also has the advantage of allowing all relevant material to be incorporated together in one agreement signed under the Requirements of Writing (Scotland) Xxx 0000. When advisers come to look at the contract in future they can be certain that they are seeing the full picture in one document. The entire agreement document should be complete and ready to be signed before commencing the standstill period – if it cannot be pulled together then it is difficult to see how the contract is ready to be awarded.
Guidance Notes. An express provision along these lines is not always included but Service Providers often request it and it is appropriate to include it. This clause avoids the need to say “the Purchaser does not have rights in this or that” – the default position is no rights unless expressly given. Specially Created Intellectual Property Rights Subject to clause 35, all Intellectual Property Rights in: the Documentation, Source Code and the Object Code of the Specially Written Software; all build instructions, test instructions, test scripts, test data, operating instructions and other documents and tools necessary for maintaining and supporting the Specially Written Software; the Project Specific IPRs; and any other Deliverables and any reports, guidance, specification, instructions, toolkits, plans, data, drawings, databases, patents, patterns, models, designs or other material where such Intellectual Property Rights are prepared by or for the Service Provider on behalf of the Purchaser for use, or intended use, in relation to the performance by the Service Provider of its obligations under this Contract, shall belong to the [Service Provider/Purchaser- Need to adjust as appropriate]. Guidance notes: This clause provides for who is to own the specially created intellectual property rights. The clause should be amended to make it clear whether they are owned by the Service Provider or by the Purchaser. If they are to be owned by the Service Provider then the Purchaser will require appropriate licences to use the rights. This is provided as an option in clause 37.1 (Licences of Intellectual Property Rights). If they are to be owned by the Purchaser then the Service Provider will require a right to use them in order to perform the Services. This is provided as an option in clause 37.5 (Licences of Intellectual Property Rights). Licences of Intellectual Property Rights Licences Granted by the Service Provider The Service Provider grants to the Purchaser a royalty-free, irrevocable and non-exclusive licence (with a right to sub-licence) to use any Intellectual Property Rights owned or developed prior to the Commencement Date (including Service Provider Software) for the purposes of delivery of the Services by or for the Service Provider and which the Purchaser reasonably requires in order to enjoy the benefit of the Services including the right to load, execute, store, transmit, display and copy (for the purposes of archiving, backing-up, loading, execution, storage, trans...
Guidance Notes. Informal dispute resolution mechanisms – discussions, management escalation – should be included in the Management Arrangements. This clause proceeds on the basis that any contractual disputes that cannot be resolved informally are generally referred to arbitration under the Arbitration (Scotland) Xxx 0000. The statutory object of arbitration under the 2010 Act is to resolve disputes fairly, impartially and without unnecessary delay or expense – arbitration is therefore likely to be considerably quicker and cheaper than going to court. The courts will however have jurisdiction to intervene in the limited circumstances contemplated by the 2010 Act. Please note however that there will be circumstances where other forms of alternative dispute resolution may be appropriate such as mediation as referred to in the Management Arrangements. Purchasers should amend this clause to ensure that it meets their specific requirements on how disputes are to be resolved Severability If any provision of this Contract is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision is severed and the remainder of the provisions of this Contract continue in full force and effect as if this Contract had been executed with the invalid, illegal or unenforceable provision eliminated.
Examples of Guidance Notes in a sentence
Guidance notes: Given FOI and transparency considerations, the non-disclosure requirements on the Purchaser are much less extensive than those applicable to the Service Provider.
Guidance notes: Clause 58.1 lists those areas where each party’s liability to the other party cannot be limited by law.
Guidance notes: This is a non-solicitation clause to prevent the Service Provider from “poaching” Purchaser employees.
THIS SCHEDULE COMPRISES SCHEDULE 1 TO THE FOREGOING SERVICES CONTRACT BETWEEN [THE SCOTTISH MINISTERS ACTING THROUGH [ ] [AMEND AS APPROPRIATE]] AND [NAME OF SERVICE PROVIDER] DEFINITIONS Guidance notes: Capitalised terms which are used in the Contract should be defined in this Schedule and listed in alphabetical order.
Guidance notes: These warranties and representations are important contractual promises that the Service Provider must make, covering key areas where the SG requires comfort.
More Definitions of Guidance Notes
Guidance Notes means guidance, instructions or recommendations issued by the Agency or supervisory authority to assist a specified party or an accountable institution to comply with the provisions of this Act;
Guidance Notes. The interpretative provisions in clauses 1.2 and 1.3 are fairly standard for public sector contracts.
Guidance Notes. The types of insurances set out in clause 59.1 can be varied. But please note that there is no express requirement here to hold any insurances “in accordance with legal requirements” i.e. employers’ liability insurance, motor vehicle insurance, products liability, because that is already covered by the compliance with the law clause 43. However, express requirements should be included if the Service Provider is asked to go further than the general law. In terms of the minimum insurance sums to be inserted at clauses 59.1.1 and 59.1.2, these should be calculated in accordance with a number of factors relevant to the nature of the contract. In calculating these figures, the Purchaser should seek appropriate legal advice and take into account the likely nature and extent of the risks involved in the Services and the value of the contract. For further guidance on this point, please see the Model Services Contract Guidance.
Guidance Notes. If words and phrases are capitalised they are likely to be defined terms defined in clause 1.1. The interpretative provisions in clause 1.2 are standard for Government contracts.
Guidance Notes. FOI provisions in public sector contracts vary. This clause aims to meet current practice, having particular regard to the revised section 60 code of practice. Clause 14.8 gives effect to section 31(3) of the Public Services Reform (Scotland) Xxx 0000 and the requirement to publish an annual statement of all payments over £25,000. However, some of this clause is specific to Scottish Government and should be removed or amended as appropriate for other public sector bodies. Confidential Information Subject to clauses 14 (Transparency and Freedom of Information), 16 (Purchaser Protected Information) and 17 (Service Provider Sensitive Information): a party (“Receiving Party”) shall keep in strict confidence all Confidential Information that has been disclosed to the Receiving Party by the other party (“Disclosing Party”), its employees, agents or subcontractors (and in the case of the Service Provider, the Service Provider Representatives), which the Receiving Party may obtain through the performance of this Contract; and the Receiving Party shall only be able to disclose such Confidential Information: to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the Receiving Party's obligations under this Contract, provided that the Disclosing Party has required that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to this Contract;
Guidance Notes. In line with usual practice, clause 65.1 empowers the Purchaser to terminate the Contract where the Service Provider is insolvent. Clause 65.2 empowers the Purchaser to terminate the Contract where it is not content with a change of Control that has taken place. The Purchaser might actually be duty bound currently to terminate under law where there is a change of control. Earlier clause 40 (Change of Control) requires the Service Provider to notify changes of Control for approval by the Purchaser in advance of the change. As noted above in relation to clause 40 (Change of Control), legal advice should be taken before approving change of Control. The Purchaser may also terminate if the Service provider is in financial distress in accordance with clause 65.4.
Guidance Notes. The Exit Management Plan needs to be approved at the start of the contract ideally. It certainly needs to be agreed before any reprocurement is started because the Exit Plan may influence the procurement. Compliance with the Law and Changes in the Law