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. This clause gives the Purchaser licences to use Service Provider and third party IPR (including Third Party Software) as may be required to enjoy the benefit of the Services. Third party software may be made available on different licence terms in which case this clause may require to be amended. If there is a need to amend these terms or a need for more detailed IPR provisions e.g. where multiple different types of IPR or software are involved, appropriate legal advice should be taken. Licences Granted by the Purchaser The Purchaser hereby grants to the Service Provider a royalty-free, non-exclusive, non-transferable licence during the Term to use the Purchaser Software, the Purchaser Background IPRs, [the Specially Written Software, the Project Specific IPRs and all other Intellectual Property Rights owned by the Purchaser pursuant to clause 36 (Specially Created Intellectual Property Rights) Delete the highlighted text if the Service Provider will own the specially created intellectual property rights] and the Purchaser Data solely to the extent necessary for performing the Services in accordance with this Contract, including the right to grant sub-licences to Sub-Contractors provided that the Service Provider shall not, without the Purchaser’s prior written consent, use the licensed materials for any other purpose or for the benefit of any person other than the Purchaser. In the event of the termination or expiry of this Contract, the licence granted pursuant to clause 37.5 and any sub-licence granted by the Service Provider in accordance with clause 37.5 shall terminate automatically on the date of such termination or expiry and the Service Provider shall: immediately cease all use of the Purchaser Software, the Purchaser Background IPRs, [the Specially Written Software, the Project Specific IPRs and all other Intellectual Property Rights owned by the Purchaser pursuant to clause 36 (Specially Created Intellectual Property Rights) Delete the highlighted text if the Service Provider will own the specially created intellectual property rights] and the Purchaser Data (as the case may be); at the discretion of the Purchaser, return or destroy documents and other tangible materials that contain any of the Purchaser Software, the Purchaser Background IPRs, [the Specially Written Software, the Project Specific IPRs and all other Intellectual Property Rights owned by the Purchaser pursuant to clause 36 (Specially Created Intellectual Property Rights) Delete t...
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
The National Planning Policy Framework (NPPF) came into force on 27 March 2012 and has replaced national policies and guidance formerly contained in Planning Policy Statements and Planning Policy Guidance notes and some other documents.
Guidance notes of the completion of the form are also included on the website.
Guidance notes are intended to promote the efficient use of resources and processes but are not binding.
General conditions Guidance notes You must keep to these conditions or your insurance will not be valid.
Section 2.1.14 of the BRE Guidance notes that non-daylight internal kitchens should be avoided wherever possible, especially if the kitchen is used as a dining area too.
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. 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. 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. This clause is an optional clause where Key Individuals can be identified before contract award. If deleting this clause, delete the Key Individuals Schedule and all fields relating to Key Individuals.