Annex Part 1 - Contract Clauses - Government Procurement Service ...

"Process""QualityStandards""RegulatoryBodies""RelevantConviction""Request forInformation""SecurityManagementPlan""Security Policy"["Sites""Staff"has the meaning given to it under the Data ProtectionLegislation but, for the purposes of this Contract, it shallinclude both manual and automatic processing;means the quality standards published by BSI BritishStandards, the National Standards Body of the UnitedKingdom, the International Organisation for Standardisationor other reputable or equivalent body (and their successorbodies), that a skilled and experienced operator in the sametype of industry or business sector as the Contractor wouldreasonably and ordinarily be expected to comply with and anyother applicable quality standards, Government codes ofpractice and guidance;means those government departments and regulatory, statutoryand other entities, committees, ombudsmen and bodies which,whether under statute, rules, regulations, codes of practice orotherwise, are entitled to regulate, investigate, or influence thematters dealt with in the Contract or any other affairs of theEmployer;means a Conviction that is relevant to the nature of the Worksas provided for in Annex Part 1C (Special Provisions);means a request for information or an apparent request underthe Code of Practice on Access to Government Information,FOIA or the Environmental Information Regulations;means the Contractor's security management plan preparedpursuant to paragraph 3 of Annex Part 1A an outline of whichis set out in Annex Part 1C (Special Provisions) as updatedfrom time to time;means the Employer's security policy set out in Annex Part 1C(Special Provisions), as updated from time to time;means any premises from which the Works are provided orfrom which the Contractor manages, organises or otherwisedirects the provision or the use of the Works or where any partof the Contractor System is situated or where any physicalinterface with the Employer System takes place;]means all persons employed by the Contractor and/or anySub-contractor to perform its obligations under the Contracttogether with the Contractor's and/or any Sub-contractor'sservants, consultants, agents, suppliers and sub-contractorsused in the performance of its obligations under the Contract;NM/NM/92802/120025/UKM/33931049.1 6

5.6 The Parties acknowledge and agree that where the Contract includes the provision ofthe Works then the Contract does not constitute a contract of employment. TheContractor shall at all times indemnify the Employer and keep the Employerindemnified in full from and against all claims, proceedings, actions, damages, costs,expenses, liabilities and demands whatsoever and howsoever arising by reason of anycircumstances whereby the Employer is alleged or determined to have been assumedor imposed with the liability or responsibility for the Staff (or any of them) as anemployer of the Staff and/or any liability or responsibility to HM Revenue andCustoms as an employer of the Staff.5.7 The Contractor shall comply with the Staff Vetting Procedures in respect of all Staffemployed or engaged in the provision of the Works. The Contractor confirms that allStaff employed or engaged by the Contractor at the commencement of the ContractPeriod were vetted and recruited on a basis that is equivalent to and no less strict thanthe Staff Vetting Procedures.5.8 The Contractor shall provide training on a continuing basis for all Staff employed orengaged in the provision of the Works in compliance with the Security Policy andSecurity Management Plan.5.9 The Contractor agrees that it will not require that the persons engaged by any Subcontractorobtain Clearance who have not previously held Clearance except wherethere is an urgent priority requirement including:5.9.1 Clearance being genuinely necessary and proportionate; or5.9.2 the work must be completed by the relevant person within 30 days (inrelation to Defence Vetting Agency Security Checks and Defence VettingAgency Counter Terrorist Checks ("CTC") and 100 days (in relation toDefence Vetting Agency Developed Vetting) of the commencement ofthe Contract Period; or5.9.3 the role of the Sub-contractor requires immediate and routineunsupervised access to:5.9.3.1 sites or persons at risk of terrorist attack, in which case aCTC can be required; or5.9.3.2 assets protectively marked as at least SECRET.5.10 Save in respect of the circumstances set out in clause 5.9 above in the event that itwill take longer for the Contractor to carry out the work than to secure Clearance, theEmployer's existing practices for escorting and supervising un-cleared Subcontractorswill be followed until such time as the Sub-contractor's Clearance isconfirmed.5.11 Where the persons engaged by a Sub-contractor have previously held Clearance, theContractor may consider such person's Clearance as current if that person has notworked continuously on jobs where Clearance is required, only where the followingconditions are met:5.11.1 that person's existing Clearance is not more than three years old inrelation to non List x or five years old in relation to List x;NM/NM/92802/120025/UKM/33931049.1 9

5.11.2 the Sub-contractor has worked on a job where the clearance was requiredin the past 12 months; or5.11.3 the Sub-contractor has not resided overseas for more than six monthssince its last cleared post.6. PROTECTION OF INFORMATION6.1 Security Requirements6.1.1 The Contractor shall comply, and shall procure the compliance of theStaff, with the Security Policy and the Security Management Plan and theContractor shall ensure that the Security Management Plan produced bythe Contractor fully complies with the Security Policy.6.1.2 The Employer shall notify the Contractor of any changes or proposedchanges to the Security Policy.6.1.3 If the Contractor believes that a change or proposed change to theSecurity Policy will have a material and unavoidable cost implication tothe provision of the Works it may notify the Employer. In doing so, theContractor must support its request by providing evidence of the cause ofany increased costs and the steps that it has taken to mitigate those costs.Any change to the Contract Sum shall then be agreed between the Parties.6.1.4 Until and/or unless a change to the Contract Sum is agreed by theEmployer pursuant to clauses 6.1.2 and 6.1.3 the Contractor shallcontinue to perform the Works in accordance with its existingobligations.6.2 Malicious Software6.2.1 The Contractor shall, as an enduring obligation throughout the ContractPeriod, use the latest versions of anti-virus definitions and softwareavailable from an industry accepted anti-virus software vendor to checkfor, contain the spread of, and minimise the impact of Malicious Softwarein the ICT Environment (or as otherwise agreed between the Parties).6.2.2 Notwithstanding clause 6.2.1, if Malicious Software is found, the Partiesshall co-operate to reduce the effect of the Malicious Software and,particularly if Malicious Software causes loss of operational efficiency orloss or corruption of Employer Data, assist each other to mitigate anylosses and to restore the Works to their desired operating efficiency.6.2.3 Any cost arising out of the actions of the Parties taken in compliance withthe provisions of clause 6.2.1 shall be borne by the Parties as follows:6.2.3.1 by the Contractor, where the Malicious Software originatesfrom the Contractor Software or the Employer Data (whilstthe Employer Data was under the control of the Contractor)unless the Contractor can demonstrate that such MaliciousSoftware was present and not quarantined or otherwiseidentified by the Employer when provided to the Contractor;andNM/NM/92802/120025/UKM/33931049.1 10

6.4.7 If the Employer Data is corrupted, lost or sufficiently degraded as a resultof the Contractor's Failure so as to be unusable, the Employer may:6.4.7.1 require the Contractor (at the Contractor's expense) to restoreor procure the restoration of Employer Data to the extent andin accordance with the BCDR Plan and the Contractor shalldo so as soon as practicable but in accordance with the timeperiod notified by the Employer; and/or6.4.7.2 itself restore or procure the restoration of Employer Data,and shall be repaid by the Contractor any reasonableexpenses incurred in doing so to the extent and in accordancewith the requirements specified in the BCDR Plan.6.4.8 If at any time the Contractor suspects or has reason to believe thatEmployer Data has or may become corrupted, lost or sufficientlydegraded in any way for any reason, then the Contractor shall notify theEmployer immediately and inform the Employer of the remedial actionthe Contractor proposes to take.6.5 Protection of Personal Data6.5.1 With respect to the parties' rights and obligations under this Contract, theparties agree that the Employer is the Data Controller and that theContractor is the Data Processor.6.5.2 The Contractor shall:6.5.2.1 Process the Personal Data only in accordance withinstructions from the Employer (which may be specificinstructions or instructions of a general nature as set out inthis Contract or as otherwise notified by the Employer to theContractor during the Contract Period);6.5.2.2 Process the Personal Data only to the extent, and in suchmanner, as is necessary for the provision of the Works or asis required by Law or any Regulatory Body;6.5.2.3 implement appropriate technical and organisational measuresto protect the Personal Data against unauthorised or unlawfulprocessing and against accidental loss, destruction, damage,alteration or disclosure. These measures shall be appropriateto the harm which might result from any unauthorised orunlawful Processing, accidental loss, destruction or damageto the Personal Data and having regard to the nature of thePersonal Data which is to be protected;6.5.2.4 take reasonable steps to ensure the reliability of any Staffwho have access to the Personal Data;6.5.2.5 obtain Approval in order to transfer the Personal Data to anySub-contractors or Affiliates for the provision of the Works;NM/NM/92802/120025/UKM/33931049.1 12

6.5.2.6 ensure that all Staff required to access the Personal Data areinformed of the confidential nature of the Personal Data andcomply with the obligations set out in this clause 6.5;6.5.2.7 ensure that none of the Staff publish, disclose or divulge anyof the Personal Data to any third party unless directed inwriting to do so by the Employer;6.5.2.8 notify the Employer (within five (5) Working Days) if itreceives:(a)(b)a request from a Data Subject to have access to thatperson's Personal Data; ora complaint or request relating to the Employer'sobligations under the Data Protection Legislation;6.5.2.9 provide the Employer with full cooperation and assistance inrelation to any complaint or request made, including by:(a)(b)(c)(d)providing the Employer with full details of thecomplaint or request;complying with a data access request within therelevant timescales set out in the Data ProtectionLegislation and in accordance with the Employer'sinstructions;providing the Employer with any Personal Data itholds in relation to a Data Subject (within thetimescales required by the Employer); andproviding the Employer with any informationrequested by the Employer;6.5.2.10 permit the Employer or the Employer representative (subjectto reasonable and appropriate confidentiality undertakings),to inspect and audit, the Contractor's data Processingactivities (and/or those of its agents, subsidiaries and Subcontractors)and comply with all reasonable requests ordirections by the Employer to enable the Employer to verifyand/or procure that the Contractor is in full compliance withits obligations under this Contract;6.5.2.11 provide a written description of the technical andorganisational methods employed by the Contractor forprocessing Personal Data (within the timescales required bythe Employer); and6.5.2.12 [not Process or otherwise transfer any Personal Data outsidethe European Economic Area. If, after the commencementof the Contract Period, the Contractor (or any Subcontractor)wishes to Process and/or transfer any PersonalNM/NM/92802/120025/UKM/33931049.1 13

Data outside the European Economic Area, the followingprovisions shall apply:(a)(b)the Contractor shall submit a request for Change tothe Employer which shall be dealt with inaccordance with the Change Procedure andparagraph (b) to (d) below;the Contractor shall set out in its request for aChange details of the following:(i)(ii)(iii)(iv)the Personal Data which will be Processedand/or transferred outside the EuropeanEconomic Area;the country or countries in which thePersonal Data will be Processed and/or towhich the Personal Data will be transferredoutside the European Economic Area;any Sub-contractors or other third partieswho will be Processing and/or transferringPersonal Data outside the EuropeanEconomic Area; andhow the Contractor will ensure an adequatelevel of protection and adequate safeguards(in accordance with the Data ProtectionLegislation and in particular so as to ensurethe Employer's compliance with the DataProtection Legislation) in respect of thePersonal Data that will be Processed and/ortransferred outside the European EconomicArea;(c)(d)in providing and evaluating the request for Change,the parties shall ensure that they have regard to andcomply with then-current Employer, Governmentand Information Commissioner Office policies,procedures, guidance and codes of practice on, andany approvals processes in connection with, theProcessing and/or transfers of Personal Data outsidethe European Economic Area and/or overseasgenerally; andthe Contractor shall comply with such otherinstructions and shall carry out such other actions asthe Employer may notify in writing, including:(i)incorporating standard and/or model clauses(which are approved by the EuropeanCommission as offering adequate safeguardsunder the Data Protection Legislation) in thisNM/NM/92802/120025/UKM/33931049.1 14

Contract or a separate data processingagreement between the parties; and(ii)procuring that any Sub-contractor or otherthird party who will be Processing and/ortransferring the Personal Data outside theEuropean Economic Area enters into a directdata processing agreement with theEmployer on such terms as may be requiredby the Employer, which the Contractoracknowledges may include the incorporationof standard and/or model clauses (which areapproved by the European Commission asoffering adequate safeguards under the DataProtection Legislation).]6.5.3 The Contractor shall comply at all times with the Data ProtectionLegislation and shall not perform its obligations under this Contract insuch a way as to cause the Employer to breach any of its applicableobligations under the Data Protection Legislation.6.6 Confidentiality6.6.1 Except to the extent set out in this clause 6.6 or where disclosure isexpressly permitted elsewhere in this Contract, each Party shall:6.6.1.1 treat the other Party's Confidential Information asconfidential and safeguard it accordingly; and6.6.1.2 not disclose the other Party's Confidential Information to anyother person without the owner's prior written consent.6.6.2 Clause 6.6.1 shall not apply to the extent that:6.6.2.1 such disclosure is a requirement of Law placed upon theParty making the disclosure, including any requirements fordisclosure under the FOIA, Code of Practice on Access toGovernment Information or the Environmental InformationRegulations pursuant to clause 6.8 (Freedom of Information);6.6.2.2 such information was in the possession of the Party makingthe disclosure without obligation of confidentiality prior toits disclosure by the information owner;6.6.2.3 such information was obtained from a third party withoutobligation of confidentiality;6.6.2.4 such information was already in the public domain at thetime of disclosure otherwise than by a breach of thisContract; or6.6.2.5 it is independently developed without access to the otherParty's Confidential Information.NM/NM/92802/120025/UKM/33931049.1 15

6.6.3 The Contractor may only disclose the Employer's ConfidentialInformation to the Staff who are directly involved in the provision of theWorks and who need to know the information, and shall ensure that suchStaff are aware of and shall comply with these obligations as toconfidentiality.6.6.4 The Contractor shall not, and shall procure that the Staff do not, use anyof the Employer's Confidential Information received otherwise than forthe purposes of this Contract.6.6.5 At the written request of the Employer, the Contractor shall procure thatthose members of Staff identified in the Employer's notice sign aconfidentiality undertaking prior to commencing any work in accordancewith this Contract.6.6.6 Nothing in this Contract shall prevent the Employer from disclosing theContractor's Confidential Information (including the ManagementInformation under clause 10):6.6.6.1 to any Crown body or any other Contracting Authority. AllCrown bodies or Contracting Authorities receiving suchConfidential Information shall be entitled to further disclosethe Confidential Information to other Crown Bodies or otherContracting Authorities on the basis that the information isconfidential and is not to be disclosed to a third party whichis not part of any Crown body or any Contracting Authority;6.6.6.2 to any consultant, contractor or other person engaged by theEmployer or any person conducting an Office of GovernmentCommerce gateway review;6.6.6.3 for the purpose of the examination and certification of theEmployer's accounts; or6.6.6.4 for any examination pursuant to Section 6(1) of the NationalAudit Act 1983 of the economy, efficiency and effectivenesswith which the Employer has used its resources.6.6.7 The Employer shall use all reasonable endeavours to ensure that anygovernment department, Contracting Authority, employee, third party orSub-contractor to whom the Contractor's Confidential Information isdisclosed pursuant to clause 6.6.6 is made aware of the Employer'sobligations of confidentiality.6.6.8 Nothing in this clause 6.6 shall prevent either party from using anytechniques, ideas or Know-How gained during the performance of theContract in the course of its normal business to the extent that this usedoes not result in a disclosure of the other party's ConfidentialInformation or an infringement of IPR.NM/NM/92802/120025/UKM/33931049.1 16

6.7 Official Secrets Acts 1911 to 1989, section 182 of the Finance Act 19896.7.1 The Contractor shall comply with and shall ensure that its Staff complywith, the provisions of:6.7.1.1 the Official Secrets Acts 1911 to 1989; and6.7.1.2 Section 182 of the Finance Act 1989.6.7.2 In the event that the Contractor or its Staff fail to comply with thisclause 6.7 the Employer reserves the right to terminate the Contract bygiving notice in writing to the Contractor.6.8 Freedom of Information6.8.1 The Contractor acknowledges that the Employer is subject to therequirements of the FOIA and the Environmental InformationRegulations and shall assist and cooperate with the Employer to enablethe Employer to comply with its Information disclosure obligations.6.8.2 The Contractor shall and shall procure that its Sub-contractors shall:6.8.2.1 transfer to the Employer all Requests for Information that itreceives as soon as practicable and in any event within twoWorking Days of receiving a Request for Information;6.8.2.2 provide the Employer with a copy of all Information in itspossession, or control in the form that the Employer requireswithin five Working Days (or such other period as theEmployer may specify) of the Employer's request; and6.8.2.3 provide all necessary assistance as reasonably requested bythe Employer to enable the Employer to respond to theRequest for Information within the time for compliance setout in section 10 of the FOIA or regulation 5 of theEnvironmental Information Regulations.6.8.3 The Employer shall be responsible for determining in its absolutediscretion and notwithstanding any other provision in this Contract or anyother Contract whether the Commercially Sensitive Information and/orany other Information is exempt from disclosure in accordance with theprovisions of the FOIA or the Environmental Information Regulations.6.8.4 In no event shall the Contractor respond directly to a Request forInformation unless expressly authorised to do so by the Employer.NM/NM/92802/120025/UKM/33931049.1 17

6.9 Transparency6.8.5 The Contractor acknowledges that (notwithstanding the provisions ofclause 6.6) the Employer may, acting in accordance with the Departmentof Constitutional Affairs' Code of Practice on the Discharge of theFunctions of Public Authorities under Part 1 of the Freedom ofInformation Act 2000 ("the Code"), be obliged under the FOIA, or theEnvironmental Information Regulations to disclose informationconcerning the Contractor or the Works:6.8.5.1 in certain circumstances without consulting the Contractor;or6.8.5.2 following consultation with the Contractor and having takentheir views into account,provided always that where clause 6.8.5 applies the Employer shall, inaccordance with any recommendations of the Code, take reasonablesteps, where appropriate, to give the Contractor advanced notice, orfailing that, to draw the disclosure to the Contractor's attention after anysuch disclosure.6.8.6 The Contractor shall ensure that all Information is retained for disclosurein accordance with the provisions of this Contract and in any event inaccordance with the requirements of Good Industry Practice and shallpermit the Employer to inspect such records as requested from time totime.6.8.7 The Contractor acknowledges that the Commercially SensitiveInformation is of indicative value only and that the Employer may beobliged to disclose it in accordance with clause 6.8.5.6.9.1 The Parties acknowledge that, except for any information which is exempt fromdisclosure in accordance with the provisions of the FOIA, the content of thisContract is not Confidential Information. The Employer shall be responsible fordetermining in its absolute discretion whether any of the content of the Contractis exempt from disclosure in accordance with the provisions of the FOIA.6.9.2 Notwithstanding any other term of this Contract, the Contractor hereby gives itsconsent for the Authority to publish the Contract in its entirety, including fromtime to time agreed changes to this Contract, to the general public.6.9.3 The Employer may consult with the Contractor to inform the Employer's decisionregarding any exemptions which the Employer may determine in accordance withclause 6.9.1 but the Employer shall have the final decision in its absolutediscretion.6.9.4 The Contractor shall assist and co-operate with the Employer to enable theEmployer to publish this Contract.NM/NM/92802/120025/UKM/33931049.1 18

7. WARRANTIES AND REPRESENTATIONS7.1 The Contractor warrants, represents and undertakes to the Employer that:7.1.1 in entering the Contract it has not committed any Fraud;7.1.2 [as at the commencement of the Contract Period, all information,statements and representations contained in the Tender and the PQQResponse for the Works are true, accurate and not misleading save asmay have been specifically disclosed in writing to the Employer prior toexecution of the Contract and it will advise the Employer of any fact,matter or circumstance of which it may become aware which wouldrender any such information, statement or representation to be false ormisleading and all warranties and representations contained in thePQQ Response and Tender shall be deemed repeated in this Contract;]7.1.3 in the three (3) years prior to the commencement of the Contract Period:7.1.3.1 it has conducted all financial accounting and reportingactivities in all material respects in compliance with thegenerally accepted accounting principles that apply to it inany country where it files accounts; and7.1.3.2 it has been in full compliance with all applicable securitiesand tax laws and regulations in the jurisdiction in which it isestablished;7.1.4 for the Contract Period that all Staff will be vetted in accordance withGood Industry Practice, the Security Policy and the Quality Standards.7.2 For the avoidance of doubt, the fact that any provision within this Contract isexpressed as a warranty shall not preclude any right of termination the Employer mayhave in respect of breach of that provision by the Contractor.7.3 The Contractor acknowledges and agrees that:8. TERMINATION8.1 [Break7.3.1 the warranties, representations and undertakings contained in thisContract are material and are designed to induce the Employer intoentering into this contract; and7.3.2 the Employer has been induced into entering into this Contract and indoing so has relied upon the warranties, representations and undertakingscontained herein.The Employer shall have the right to terminate the Contract at any time by giving thelength of written notice to the Contractor specified in Annex 1C (SpecialProvisions).]NM/NM/92802/120025/UKM/33931049.1 19

8.2 [Framework AgreementThe Employer may terminate the Contract with immediate effect by giving writtennotice to the Contractor if the Framework Agreement is terminated for any reasonwhatsoever.]8.3 On the termination of the Contract for any reason, the Contractor shall:8.3.1 cease to use the Employer Data and, at the direction of the Employerprovide the Employer with a complete and uncorrupted version of theEmployer Data in electronic form in the formats and on media agreedwith the Employer;8.3.2 except where the retention of Employer Data is required by Law, on theearlier of the receipt of the Employer's written instructions or 12 monthsafter the date of expiry or termination, destroy all copies of the EmployerData and promptly provide written confirmation to the Employer that thedata has been destroyed;8.3.3 when required in writing by the Employer to do so (but not before),remove or procure the removal from the Works of any temporarybuildings, plant, tools, equipment, goods and materials belonging to theContractor or Contractor's Persons;8.3.4 [provide the Employer with copies of any Contractor's DesignDocuments then prepared, whether or not previously provided;]8.3.5 if so required by the Employer within 14 days of the date of termination,assign (so far as assignable and so far as he may lawfully be required todo so) to the Employer, without charge, the benefit of any agreement forthe supply of materials or goods and/or the execution of any work for thepurposes of this Contract.9. [PUBLICITY, MEDIA AND OFFICIAL ENQUIRIES9.1 The Contractor shall not make any press announcements or publicise the Contract inany way without Approval and shall take reasonable steps to ensure that its servants,agents, employees, sub-contractors, suppliers, professional advisors and consultantscomply with this clause 9. Any such press announcement or publicity proposed underthis clause 9.1 shall remain subject to the rights relating to Confidential Informationand Commercially Sensitive Information.9.2 Subject to the rights in relation to Confidential Information and CommerciallySensitive Information, the Employer shall be entitled to publicise the Contract inaccordance with any legal obligation upon the Employer, including any examinationof the Contract by the Auditor.9.3 The Contractor shall not do anything or permit to cause anything to be done, whichmay damage the reputation of the Employer or bring the Employer into disrepute.]NM/NM/92802/120025/UKM/33931049.1 20

10. MONITORING AND MANAGEMENT INFORMATION10.1 Where requested by the Employer, the Contractor shall supply the Management Informationto the Employer and to OGC in the form set out in Annex Part 1C (Special Provisions) (asamended from time to time) during the Contract Period.10.2 The Contractor agrees that the Employer may provide OGC with information relating to theWorks procured and any payments made under the Contract.10.3 Upon receipt of the Management Information supplied by the Contractor in response to arequest under clause 10.1 above or receipt of information provided by the Employer to OGCunder clause 10.2, the Employer and the Contractor hereby consent to OGC:10.3.1 storing and analysing the Management Information and providing statistics; and10.3.2 sharing the Management Information or any statistics provided using theManagement Information with any other Contracting Authority.10.4 In the event that OGC shows the Management Information or information provided underclause 10.2 or in accordance with clause 10.3.2, any Contracting Authority receiving theManagement Information shall be informed of the confidential nature of that information andshall be requested not to disclose it to any body who is not a Contracting Authority (unlessrequired by Law).10.5 The Employer may make changes to the Management Information which the Contractor isrequired to supply and shall give the Employer at least one (1) month's written notice of anychanges.11. [ENVIRONMENTAL REQUIREMENTSThe Contractor shall, when working on the [Property]/[Site], perform its obligations under theContract in accordance with the Employer's environmental policy, which is to conserveenergy, water, wood, paper and other resources, reduce waste and phase out the use of ozonedepleting substances and minimise the release of greenhouse gases, volatile organiccompounds and other substances damaging to health and the environment.]12. PREVENTION OF CORRUPTION12.1 The Contractor shall not offer or give, or agree to give, to any employee, agent,servant or representative of the Employer or any other public body or personemployed by or on behalf of the Employer any gift or consideration of any kindwhich could act as an inducement or reward for doing, refraining from doing, or forhaving done or refrained from doing, any act in relation to the Contract or any othercontract with the Employer or any other public body or person employed by or onbehalf of the Employer (including its award to the Contractor, execution or any rightsand obligations contained in it), or for showing or refraining from showing favour ordisfavour to any person in relation to any such contract. The attention of theContractor is drawn to the criminal offences under the Prevention of Corruption Acts1889 to 1916 and the Bribery Act 2010.12.2 The Contractor warrants that it has not paid commission or agreed to pay commissionto the Employer or any other public body or any person employed by or on behalf ofthe Employer or any other public body or any person employed by or on behalf of theEmployer or a public body in connection with the Contract. For the avoidance ofNM/NM/92802/120025/UKM/33931049.1 21

doubt, the Parties agree that the management charge payable by the Contractor to theAuthority in accordance with the Framework Agreement shall not constitute apayment of commission.12.3 If the Contractor, its Staff or any person acting on the Contractor's behalf, engages inconduct prohibited by clauses 12.1 or 12.2 above or any other contract with theEmployer or any other public body or person employed by or on behalf of theEmployer, the Employer may:12.3.1 terminate the Contract with immediate effect by giving notice in writingto the Contractor and recover from the Contractor the amount of any losssuffered by the Employer resulting from the termination; and/or12.3.2 recover in full from the Contractor any other loss sustained by theEmployer in consequence of any breach of those clauses.13. [RECORDS AND AUDIT ACCESS13.1 The Contractor shall keep and maintain for the time period after the date oftermination or expiry (whichever is the earlier) of the Contract as specified in AnnexPart 1C (Special Provisions) (or as long a period as may be agreed between theParties), full and accurate records and accounts of the operation of the Contractincluding the Works supplied under it, and the amounts paid by the Employer.13.2 The Contractor shall keep the records and accounts referred to in clause 13.1 above inaccordance with Good Industry Practice and generally accepted accountingprinciples.13.3 The Contractor shall on request afford the Employer, the Employer's representativesand/or the Auditor access to such records and accounts as may be required by theEmployer from time to time.13.4 The Contractor shall provide such records and accounts (together with copies of theContractor's published accounts) during the Contract Period and for the periodspecified in Annex Part 1C (Special Provisions) after the date of termination or expiryof the Contract to the Employer and the Auditor.13.5 The Employer shall use reasonable endeavours to ensure that the conduct of eachaudit does not unreasonably disrupt the Contractor or delay the provision of theWorks save insofar as the Contractor accepts and acknowledges that control over theconduct of audits carried out by the Auditor is outside of the control of the Employer.13.6 Subject to the Employer's rights in respect of Confidential Information, theContractor shall on demand provide the Auditors with all reasonable co-operation andassistance in relation to each audit, including:13.6.1 all reasonable information requested by the Employer within the scope ofthe audit;13.6.2 reasonable access to sites controlled by the Contractor and to Equipmentused in the provision of the Works; and13.6.3 access to the Staff.NM/NM/92802/120025/UKM/33931049.1 22

13.7 The Parties agree that they shall bear their own respective costs and expensesincurred in respect of compliance with their obligations under this clause 13, unlessthe audit reveals a material Contractor Failure in which case the Contractor shallreimburse the Employer for the Employer's reasonable costs incurred in relation tothe audit.]14. [DISCRIMINATION14.1 The Contractor shall not unlawfully discriminate within the meaning and scope of anylaw, enactment, order or regulation relating to discrimination (whether in race,gender, religion, disability, sexual orientation, age or otherwise).14.2 The Contractor shall take all reasonable steps to secure the observance of clause 14.1by all servants, employees or agents of the Contractor and all suppliers and subcontractorsemployed in the execution of the Contract.]15. [PREVENTION OF FRAUD15.1 The Contractor shall take all reasonable steps, in accordance with Good IndustryPractice, to prevent any Fraud by Staff and the Contractor (including its shareholders,members and directors) in connection with the receipt of monies from the Employer.15.2 The Contractor shall notify the Employer immediately if it has reason to suspect thatany Fraud has occurred or is occurring or is likely to occur.15.3 If the Contractor or its Staff commits any Fraud in relation to this or any othercontract with a Contracting Authority or the Employer, the Employer may:15.3.1 terminate the Contract with immediate effect by giving the Contractornotice in writing and recover from the Contractor the amount of any losssuffered by the Employer resulting from the termination including thecost reasonably incurred by the Employer of making other arrangementsfor the supply of the Works and any additional expenditure incurred bythe Employer throughout the remainder of the Contract Period; and/or15.3.2 recover in full from the Contractor any other loss sustained by theEmployer in consequence of any breach of this clause.]NM/NM/92802/120025/UKM/33931049.1 23

ANNEX - PART 1ASECURITY MANAGEMENT PLANIn this Annex Part 1A the following provisions shall have the meanings given to them below:"Breach of Security"in accordance with the security requirements in Annex Part 1C(Special Provisions) and the Security Policy, the occurrence of:(a)(b)any unauthorised access to or use of the Works, the[Property]/[Site], the Sites, the Contractor System and/or anyICT, information or data (including the ConfidentialInformation and the Employer Data) used by the Employerand/or the Contractor in connection with this Contract; and/orthe loss and/or unauthorised disclosure of any information ordata (including the Confidential Information and theEmployer Data), including any copies of such information ordata, used by the Employer and/or the Contractor inconnection with this Contract;"ISMS""Protectively Marked"The Information Security Management System as defined byISO/IEC 27001. The scope of the ISMS will be as agreed by theparties and will directly reflect the scope of the Works;shall have the meaning as set out in the Security Policy Framework;"Security PolicyFramework""Security Tests""Statement ofApplicability"means the Cabinet Office Security Policy Framework (available fromthe Cabinet Office Security Policy Division);shall have the meaning set out in paragraph 4.1 of this AnnexPart 1A;shall have the meaning set out in ISO/IEC 27001 and as agreed by theparties [during the procurement phase].1. INTRODUCTION1.1 This Annex Part 1A covers:1.1.1 principles of protective security to be applied in delivering the Works;1.1.2 [wider aspects of security relating to the Works];1.1.3 the development, implementation, operation, maintenance and continualimprovement of an ISMS;1.1.4 the creation and maintenance of the Security Management Plan;NM/NM/92802/120025/UKM/33931049.1 24

1.1.5 audit and testing of ISMS compliance with the security requirements (asset out in Annex Part 1C (Special Provisions));1.1.6 conformance to ISO/IEC 27001 (Information Security RequirementsSpecification) and ISO/IEC27002 (Information Security Code ofPractice) and;1.1.7 obligations in the event of actual, potential or attempted breaches ofsecurity.2. PRINCIPLES OF SECURITY2.1 The Contractor acknowledges that the Employer places great emphasis on theconfidentiality, integrity and availability of information and consequently on thesecurity provided by the ISMS.2.2 The Contractor shall be responsible for the effective performance of the ISMS andshall at all times provide a level of security which:2.2.1 is in accordance with Good Industry Practice, Law and this Contract;2.2.2 complies with the Security Policy;2.2.3 [complies with at least the minimum set of security measures andstandards as determined by the Security Policy Framework (Tiers 1-4)available from the Cabinet Office Security Policy Division (COSPD)];2.2.4 meets any specific security threats to the ISMS;2.2.5 complies with ISO/IEC27001 and ISO/IEC27002 in accordance withparagraph 5 of this Annex Part 1A;2.2.6 complies with the security requirements as set out in Annex Part 1C(Special Provisions); and2.2.7 complies with the Employer's ICT standards.2.3 Subject to clause [21.1.3], the references to standards, guidance and policies set out inparagraph 2.2 shall be deemed to be references to such items as developed andupdated and to any successor to or replacement for such standards, guidance andpolicies, from time to time.2.4 In the event of any inconsistency in the provisions of the above standards, guidanceand policies, the Contractor should notify the Employer's representative of suchinconsistency immediately upon becoming aware of the same, and the Employer'srepresentative shall, as soon as practicable, advise the Contractor which provision theContractor shall be required to comply with.3. ISMS AND SECURITY MANAGEMENT PLAN3.1 Introduction3.1.1 The Contractor shall develop, implement, operate, maintain andcontinuously improve and maintain an ISMS which will, withoutNM/NM/92802/120025/UKM/33931049.1 25

prejudice to paragraph 2.2, be approved, by the Employer, periodicallyupdated and audited in accordance with ISO/IEC 27001.3.1.2 The Contractor shall develop and maintain a Security Management Planin accordance with this Annex Part 1A to apply during the ContractPeriod.3.1.3 The Contractor shall comply with its obligations set out in the SecurityManagement Plan.3.1.4 Both the ISMS and the Security Management Plan shall, unless otherwisespecified by the Employer, aim to protect all aspects of the Works and allprocesses associated with the delivery of the Works, including the[Property]/[Site], the Sites, the Contractor System and any ICT,information and data (including the Employer Confidential Informationand the Employer Data) to the extent used by the Employer or theContractor in connection with this Contract.3.2 Development of the Security Management Plan3.2.1 Within [20] Working Days after the commencement of the ContractPeriod and in accordance with paragraph 3.4 (Amendment and Revision),the Contractor will prepare and deliver to the Employer for approval afully complete and up to date Security Management Plan which will bebased on the draft Security Management Plan set out in Appendix 2.3.2.2 If the Security Management Plan, or any subsequent revision to it inaccordance with paragraph 3.4 (Amendment and Revision), is approvedby the Employer it will be adopted immediately and will replace theprevious version of the Security Management Plan. If the SecurityManagement Plan is not approved by the Employer the Contractor shallamend it within 10 Working Days or such other period as the parties mayagree in writing of a notice of non-approval from the Employer and resubmitto the Employer for approval. The parties will use all reasonableendeavours to ensure that the approval process takes as little time aspossible and in any event no longer than 15 Working Days (or such otherperiod as the parties may agree in writing) from the date of its firstsubmission to the Employer. If the Employer does not approve theSecurity Management Plan following its resubmission, the matter will beresolved in accordance with the Dispute Resolution Procedure. Noapproval to be given by the Employer pursuant to this paragraph 3.2.2 ofthis Annex Part 1A may be unreasonably withheld or delayed. Howeverany failure to approve the Security Management Plan on the grounds thatit does not comply with the requirements set out in paragraph 3.3.4 shallbe deemed to be reasonable.3.3 Content of the Security Management Plan3.3.1 The Security Management Plan will set out the security measures to beimplemented and maintained by the Contractor in relation to all aspectsof the Works and all processes associated with the delivery of the Worksand shall at all times comply with and specify security measures andprocedures which are sufficient to ensure that the Works comply with theNM/NM/92802/120025/UKM/33931049.1 26

4. TESTING3.4.3 On receipt of the results of such reviews, the Employer will approve anyamendments or revisions to the ISMS or Security Management Plan inaccordance with the process set out at paragraph 3.2.2.3.4.4 Any change or amendment which the Contractor proposes to make to theISMS or Security Management Plan (as a result of a Employer request orchange to the requirement set out in Annex Part 1C (Special Provisions)or otherwise) shall be subject to the Change Procedure and shall not beimplemented until approved in writing by the Employer.4.1 The Contractor shall conduct tests of the ISMS ("Security Tests") on an [annual]basis or as otherwise agreed by the parties. The date, timing, content and conduct ofsuch Security Tests shall be agreed in advance with the Employer.4.2 The Employer shall be entitled to send a representative to witness the conduct of theSecurity Tests. The Contractor shall provide the Employer with the results of suchtests (in a form approved by the Employer in advance) as soon as practicable aftercompletion of each Security Test.4.3 Without prejudice to any other right of audit or access granted to the Employerpursuant to this Contract, the Employer and/or its authorised representatives shall beentitled, at any time and without giving notice to the Contractor, to carry out suchtests (including penetration tests) as it may deem necessary in relation to the ISMSand the Contractor's compliance with the ISMS and the Security Management Plan.The Employer may notify the Contractor of the results of such tests after completionof each such test. Security Tests shall be designed and implemented so as tominimise the impact on the delivery of the Works. If such tests adversely affect theContractor's ability to deliver the Works, the Contractor shall be granted relief againstany resultant under-performance for the period of the tests.4.4 Where any Security Test carried out pursuant to paragraphs 4.2 or 4.3 above revealsany actual or potential Breach of Security, the Contractor shall promptly notify theEmployer of any changes to the ISMS and to the Security Management Plan (and theimplementation thereof) which the Contractor proposes to make in order to correctsuch failure or weakness. Subject to the Employer's approval in accordance withparagraph 3.4.4, the Contractor shall implement such changes to the ISMS and theSecurity Management Plan in accordance with the timetable agreed with theEmployer or, otherwise, as soon as reasonably possible. For the avoidance of doubt,where the change to the ISMS or Security Management Plan to address a noncompliancewith the Security Policy or security requirements (as set out in AnnexPart 1C (Special Provisions), the change to the ISMS or Security Management Planshall be at no cost to the Employer.5. COMPLIANCE WITH ISO/IEC 270015.1 [The Contractor shall obtain independent certification of the ISMS to ISO/IEC 27001within [12] months of the commencement of the Contract Period and shall maintainsuch certification for the duration of the Contract.]5.2 [If certain parts of the ISMS do not conform to good industry practice, or controls asdescribed in ISO/IEC 27002 are not consistent with the Security Policy, and, as aresult, the Contractor reasonably believes that it is not compliant withNM/NM/92802/120025/UKM/33931049.1 28

ISO/IEC 27001, the Contractor shall promptly notify the Employer of this and theEmployer in its absolute discretion may waive the requirement for certification inrespect of the relevant parts.]5.3 The Employer shall be entitled to carry out such regular security audits as may berequired, and in accordance with Good Industry Practice, in order to ensure that theISMS maintains compliance with the principles and practices of ISO 27001.5.4 If, on the basis of evidence provided by such audits, it is the Employer's reasonableopinion that compliance with the principles and practices of ISO/IEC 27001 is notbeing achieved by the Contractor, then the Employer shall notify the Contractor of thesame and give the Contractor a reasonable time (having regard to the extent andcriticality of any non-compliance and any other relevant circumstances) to becomecompliant with the principles and practices of ISO/IEC 27001. If the Contractor doesnot become compliant within the required time then the Employer has the right toobtain an independent audit against these standards in whole or in part.5.5 If, as a result of any such independent audit as described in paragraph 5.4 theContractor is found to be non-compliant with the principles and practices of ISO/IEC27001 then the Contractor shall, at its own expense, undertake those actions requiredin order to achieve the necessary compliance and shall reimburse in full the costsincurred by the Employer in obtaining such audit.6. BREACH OF SECURITY6.1 Either party shall notify the other in accordance with the agreed security incidentmanagement process as defined by the ISMS upon becoming aware of any Breach ofSecurity or any potential or attempted Breach of Security.6.2 Without prejudice to the security incident management process, upon becomingaware of any of the circumstances referred to in paragraph 6.1, the Contractor shall:6.2.1 immediately take all reasonable steps necessary to:6.2.1.1 remedy such breach or protect the integrity of the ISMSagainst any such potential or attempted breach or threat; and6.2.1.2 prevent an equivalent breach in the future.Such steps shall include any action or changes reasonably required by theEmployer. In the event that such action is taken in response to a breachthat is determined by the Employer acting reasonably not to be coveredby the obligations of the Contractor under this Contract, then theContractor shall be entitled to refer the matter to the Change Procedure;and6.2.2 as soon as reasonably practicable provide to the Employer full details(using such reporting mechanism as defined by the ISMS) of the Breachof Security or the potential or attempted Breach of Security.NM/NM/92802/120025/UKM/33931049.1 29

1. INTRODUCTIONANNEX - PART 1BALTERNATIVE AND/OR ADDITIONAL CLAUSES1.1 This Annex Part 1B specifies the Alternative Clauses and Additional Clauses thatwere requested in Annex Part 1C (Special Provisions) and that shall apply to thisContract.2. CLAUSES SELECTED2.1 The Employer, in Annex Part 1C (Special Provisions), requested that the followingAlternative Clauses should apply:2.1.1 Law and Jurisdiction:2.1.1.1 [*** [English Law (default)] [Scots Law] [Northern Ireland Law]***]2.1.2 [*** Non-Crown Bodies ***]; and2.1.3 [*** Private Authorities ***].2.2 The Employer, in the , requested that the following Additional Clauses should apply:3. IMPLEMENTATION2.2.1 [*** Security Measures ***]; and2.2.2 [*** Access to MOD Sites ***].The appropriate changes have been made in this Contract to implement the AlternativeClauses specified in Annex Part 1C (Special Provisions) and the Additional Clauses specifiedin paragraph 2.2 shall be deemed to be incorporated into this Contract.4. ALTERNATIVE CLAUSESSCOTS LAW4.1 For Scots Law, make the following changes:4.1.1 Delete Clause [X.1] and insert:X.1.SCOTS LAW AND JURISDICTIONX.1.1Subject to the provisions of clause X.2, this Contract shall beconsidered as a contract made in Scotland, the Employer and theContractor accept the exclusive jurisdiction of the Scottish Courtsand agree that this Contract is to be governed by and construedaccording to Scots Law.NM/NM/92802/120025/UKM/33931049.1 30

45.1.2 This Contract shall be binding upon the Employer and its successorsand assignees and the Contractor and the Contractor's successors andpermitted assignees.NORTHERN IRELAND LAW4.1. For Northern Ireland Law, make the following changes:4.1.1. Delete Clause [X.1] and insert:X.1 LAW AND JURISDICTION OF NORTHERN IRELANDX.1.1X.1.2Subject to the provisions of clause X.2 this Contract shall beconsidered as a contract made in Northern Ireland, the Employer andthe Contractor accept the exclusive jurisdiction of the NorthernIreland Courts and agree that this Contract is to be governed by andconstrued according to Northern Ireland Law.This Contract shall be binding upon the Employer and its successorsand assignees and the Contractor and the Contractor's successors andpermitted assignees.4.1.2. Term and Termination4.1.2.1. In clause [ ] delete "...Section 123 of the Insolvency Act 1986." andinsert ["Article 103 of the Insolvency (NI) Order 1989."]4.1.3. Racial Discrimination4.1.3.1. Delete clause 14 and insert: [DN: To be discussed further, do yourequire the above law and jurisdiction clauses in relation to NorthernIreland and Scotland?.]14. DISCRIMINATION14.1 The Contractor shall not unlawfully discriminate within the meaningand scope of the Race Relations Act 1976, Fair Employment (NI)Acts 1976 and 1989, the Sex Discrimination (NI) Orders 1976 and1988, the Equal Pay Act (NI) 1970, or any statutory modification orre-enactment thereof relating to discrimination in employment.14.2 The Contractor shall take all reasonable steps to ensure theobservance of the provisions of clause 14.1 by the Sub-contractorsemployed in the execution of this Contract.NON-CROWN BODIES4.2. Where the Employer is not a Crown Body, the following changes should be made:4.2.1. Delete the following wording in the definition of Staff Vetting Procedures:", including but not limited to, the provisions of the Official Secrets Act 1911to 1989".NM/NM/92802/120025/UKM/33931049.1 31

4.2.2. Official Secrets ActDelete clause 6.7.1.1 and insert "Not used"PRIVATE AUTHORITIES4.3. For Contracts formed with Private Authorities make the following changes:FREEDOM OF INFORMATION[Guidance: Where the Employer is exempt from the FOIA, and notifies the Contractor accordinglyin Annex Part 1C (Special Provisions);, the following should be inserted to replace clauses 6.8.1,6.8.2 and 6.8.3]"6.8.1 The Employer has notified the Contractor that the Employer is exempt from theprovisions of FOIA."5. ADDITIONAL CLAUSESSECURITY MEASURES[Guidance: number given as example. Insert as next available contract clause number]46.1 In this clause 46:46.1.1 "secret matter" means any matter connected with or arising out of theperformance of this Contract which has been, or may hereafter be, by anotice in writing given by the Employer to the Contractor be designated'top secret', 'secret', or 'confidential';46.1.2 "document" includes specifications, plans, drawings, photographs andbooks;46.1.3 references to a person employed by the Contractor shall be construed asreferences to any person employed or engaged by the Contractor to doanything in connection with this Contract, whether under a contract ofservice with the Contractor or under any other contract or arrangementwhatsoever; and46.1.4 "servant" where the Contractor is a body corporate shall include adirector of that body and any person occupying in relation to that bodythe position of director by whatever name called.46.2 The Contractor shall not, either before or after the completion or termination of thisContract, do or permit to be done anything which it knows or ought reasonably toknow may result in information about a secret matter being:46.2.1 without the prior consent in writing of the Employer, disclosed to or acquiredby a person who is an alien or who is a British subject by virtue only of acertificate of naturalisation in which his name was included;46.2.2 disclosed to or acquired by a person as respects whom the Employer hasgiven to the Contractor a notice in writing which has not been cancelledNM/NM/92802/120025/UKM/33931049.1 32

stating that the Employer requires that secret matters shall not be disclosed tothat person;46.2.3 without the prior consent in writing of the Employer, disclosed to or acquiredby any person who is not a servant of the Contractor; or46.2.4 disclosed to or acquired by a person who is an employee of the Contractorexcept in a case where it is necessary for the proper performance of thisContract that such person shall have the information.46.3 Without prejudice to the provisions of clause 46.2, the Contractor shall, both beforeand after the completion or termination of this Contract, take all reasonable steps toensure:46.3.1 that no such person as is mentioned in clauses 46.2.1, 46.2.2 or 46.2.3 hereofshall have access to any item or document under the control of the Contractorcontaining information about a secret matter except with the prior consent inwriting of the Employer;46.3.2 that no visitor to any premises in which there is any item to be supplied underthis Contract or where The Works are being supplied shall see or discuss withthe Contractor or any person employed by him any secret matter unless thevisitor is authorised in writing by the Employer so to do;46.3.3 that no photograph of any item to be supplied under this Contract or anyportions of the Works shall be taken except insofar as may be necessary forthe proper performance of this Contract or with the prior consent in writing ofthe Employer, and that no such photograph shall, without such consent, bepublished or otherwise circulated;46.3.4 that all information about any secret matter and every document model orother item which contains or may reveal any such information is at all timesstrictly safeguarded, and that, except insofar as may be necessary for theproper performance of this Contract or with the prior consent in writing of theEmployer, no copies of or extracts from any such document, model or itemshall be made or used and no designation of description which may revealinformation about the nature or contents of any such document, model oritem shall be placed thereon; and46.3.5 that if the Employer gives notice in writing to the Contractor at any timerequiring the delivery to the Employer of any such document, model or itemas is mentioned in clause 46.3.4, that document, model or item (including allcopies of or extracts therefrom) shall forthwith be delivered to the Employerwho shall be deemed to be the owner thereof and accordingly entitled toretain the same.46.4 The decision of the Employer on the question whether the Contractor has taken or istaking all reasonable steps as required by the foregoing provisions of this clause 46.3shall be final and conclusive.46.5 If and when directed by the Employer, the Contractor shall furnish full particulars ofall people who are at any time concerned with any secret matter.NM/NM/92802/120025/UKM/33931049.1 33

46.6 If and when directed by the Employer, the Contractor shall secure that any personemployed by it who is specified in the direction, or is one of a class of people whomay be so specified, shall sign a statement that he understands that the OfficialSecrets Act, 1911 to 1989 and, where applicable, the Atomic Energy Act, 1946, applyto the person signing the statement both during the carrying out and after expiry ortermination of a Contract.46.6 If at any time either before or after the expiry or termination of this Contract it comesto the notice of the Contractor that any person acting without lawful authority isseeking or has sought to obtain information concerning this Contract or any thingdone or to be done in pursuance thereof, the matter shall be forthwith reported by theContractor to the Employer and the report shall, in each case, be accompanied by astatement of the facts, including, if possible, the name, address and occupation of thatperson, and the Contractor shall be responsible for making all such arrangements as itmay consider appropriate to ensure that if any such occurrence comes to theknowledge of any person employed by it, that person shall forthwith report the matterto the Contractor with a statement of the facts as aforesaid.46.7 The Contractor shall place every person employed by it, other than a Sub-contractor,who in its opinion has or will have such knowledge of any secret matter as toappreciate its significance, under a duty to the Contractor to observe the sameobligations in relation to that matter as are imposed on the Contractor by clauses 46.2and 46.3, and shall, if directed by the Employer, place every person who is specifiedin the direction or is one of a class of people so specified, under the like duty inrelation to any secret matter which may be specified in the direction, and shall at alltimes use its best endeavours to ensure that every person upon whom obligations areimposed by virtue of this clause 46.7 observes the said obligations, and the Contractorshall give such instructions and information to every such person as may be necessaryfor that purpose, and shall, immediately upon becoming aware of any act or omissionwhich is or would be a breach of the said obligations, report the facts to theContractor with all necessary particulars.46.8 The Contractor shall, if directed by the Employer, include in the Sub-Contractprovisions in such terms as the Employer may consider appropriate for placing theSub-contractor under obligations in relation to secrecy and security corresponding tothose placed on the Contractor by this clause 46, but with such variations (if any) asthe Employer may consider necessary. Further the Contractor shall:46.8.1 give such notices, directions, requirements and decisions to its Subcontractorsas may be necessary to bring the provisions relating to secrecyand security which are included in Sub-Contracts under this clause 46.8 intooperation in such cases and to such extent as the Employer may direct;46.8.2 if there comes to its notice any breach by the Sub-contractor of theobligations of secrecy and security included in their Sub-Contracts inpursuance of this clause 46, notify such breach forthwith to the Employer;and4.7.8.3 if and when so required by the Employer, exercise its power to determine theSub-Contract under the provision in that Sub-Contract which corresponds toclause 46.11.46.9 The Contractor shall give the Employer such information and particulars as theEmployer may from time to time require for the purposes of satisfying the EmployerNM/NM/92802/120025/UKM/33931049.1 34

that the obligations imposed by or under the foregoing provisions of this clause 46have been and are being observed and as to what the Contractor has done or is doingor proposes to do to secure the observance of those obligations and to prevent anybreach thereof, and the Contractor shall secure that a representative of the Employerduly authorised in writing shall be entitled at reasonable times to enter and inspectany premises in which any thing is being done or is to be done under this Contract orin which there is or will be any item to be supplied under this Contract, and also toinspect any document or item in any such premises or which is being made or usedfor the purposes of this Contract and that any such representative shall be given allsuch information as he may require on the occasion of, or arising out of, any suchinspection.46.10 Nothing in this clause 46 shall prevent any person from giving any information ordoing any thing on any occasion when it is, by virtue of any enactment, the duty ofthat person to give that information or do that thing.46.11 If the Employer shall consider that any of the following events has occurred:46.11.1 that the Contractor has committed a breach of, or failed to comply with anyof, the foregoing provisions of this clause 46; or46.11.2 that the Contractor has committed a breach of any obligations in relation tosecrecy or security imposed upon it by any other contract with theEmployer, or with any department or person acting on behalf of the Crown;or46.11.3 that by reason of an act or omission on the part of the Contractor, or of aperson employed by the Contractor, which does not constitute such abreach or failure as is mentioned in clause 46.11.1, information about asecret matter has been or is likely to be acquired by a person who, in theopinion of the Employer, ought not to have such information,and shall also decide that the interests of the State require the termination of this Contract,the Employer may by notice in writing terminate this Contract forthwith.46.12 A decision of the Employer to terminate this Contract in accordance with theprovisions of clause 46.11 shall be final and conclusive and it shall not be necessaryfor any notice of such termination to specify or refer in any way to the event orconsiderations upon which the Employer's decision is based.46.1346.13.1 The Contractor may within five (5) Working Days of the termination of thisContract in accordance with the provisions of clause 46.11, give theEmployer notice in writing requesting the Employer to state whether theevent upon which the Employer's decision to terminate was based is anevent mentioned in clauses 46.11.1, 46.11.2 or 46.11.3 and to giveparticulars of that event; and46.13.2 the Employer shall within ten (10) Working Days of the receipt of such arequest give notice in writing to the Contractor containing such a statementand particulars as are required by the request.NM/NM/92802/120025/UKM/33931049.1 35

46.1446.14.1 The termination of this Contract pursuant to clause 46.11 shall be withoutprejudice to any rights of either party which shall have accrued before thedate of such termination;46.14.2 the Contractor shall be entitled to be paid for any work or thing done underthis Contract and accepted but not paid for by the Employer at the date ofsuch termination either at the price which would have been payable underthis Contract if the Contract had not been terminated, or at a reasonableprice;46.14.3 the Employer may take over any work or thing done or made under thisContract (whether completed or not) and not accepted at the date of suchtermination which the Employer may by notice in writing to the Contractorgiven within thirty (30) Days from the time when the provisions of thisclause 46 shall have effect, elect to take over, and the Contractor shall beentitled to be paid for any work or thing so taken over a price which,having regard to the stage which that work or thing has reached and itscondition at the time it is taken over, is reasonable. The Contractor shall inaccordance with directions given by the Employer, deliver any work orthing taken over under this clause 46.14.3, and take all such other steps asmay be reasonably necessary to enable the Employer to have the fullbenefit of any work or thing taken over under this clause 46.14.3; and46.14.4 save as aforesaid, the Contractor shall not be entitled to any payment fromthe Employer after the termination of this Contract.46.15 If, after notice of termination of this Contract pursuant to the provisions of clause46.11:46.15.1 the Employer shall not within ten (10) Working Days of the receipt of arequest from the Contractor, furnish such a statement and particulars as aredetailed in clause 46.13.1; or46.15.2 the Employer shall state in the statement and particulars detailed in clause46.13.2 that the event upon which the Employer's decision to terminate thisContract was based is an event mentioned in clause 46.11.3,the respective rights and obligations of the Contractor and the Employer shall beterminated in accordance with the following provisions:46.15.3 the Employer shall take over from the Contractor at a fair and reasonableprice all unused and undamaged materials, bought-out parts andcomponents and articles in course of manufacture in the possession of theContractor upon the termination of this Contract under the provisions ofclause 46.11 and properly provided by or supplied to the Contractor for theperformance of this Contract, except such materials, bought-out parts andcomponents and articles in course of manufacture as the Contractor shall,with the concurrence of the Employer, elect to retain;46.15.4 the Contractor shall prepare and deliver to the Employer within an agreedperiod or in default of agreement within such period as the Employer mayspecify, a list of all such unused and undamaged materials, bought-out partsNM/NM/92802/120025/UKM/33931049.1 36

ACCESS TO MOD SITESand components and articles in course of manufacture liable to be takenover by or previously belonging to the Employer and shall deliver suchmaterials and items in accordance with the directions of the Employer whoshall pay to the Contractor fair and reasonable handling and deliverycharges incurred in complying with such directions;46.15.5 the Employer shall indemnify the Contractor against any commitments,liabilities or expenditure which are reasonably and properly chargeable bythe Contractor in connection with this Contract to the extent to which thesaid commitments, liabilities or expenditure would otherwise represent anunavoidable loss by the Contractor by reason of the termination of thisContract;46.15.6 if hardship to the Contractor should arise from the operation of this clause46.15 it shall be open to the Contractor to refer the circumstances to theEmployer who, on being satisfied that such hardship exists shall make suchallowance, if any, as in its opinion is reasonable and the decision of theEmployer on any matter arising out of this clause 46.15.6 shall be final andconclusive; and46.15.7 subject to the operation of clauses 46.15.3, 46.15.4, 46.15.5, and 46.15.6,termination of this Contract shall be without prejudice to any rights ofeither party that may have accrued before the date of such termination.47. [Guidance: number given as example. Insert as next available Contract clause number]47.1 In this clause 47:47.1.1 "Site" shall include any of Her Majesty's Ships or Vessels and Service Stations.47.1.2 "Officer in charge" shall include Officers Commanding Service Stations, Ships'Masters or Senior Officers, and Officers superintending GovernmentEstablishments.47.2 The Employer shall issue passes for those representatives of the Contractor who areapproved for admission to the Site and a representative shall not be admitted unless inpossession of such a pass. Passes shall remain the property of the Employer and shall besurrendered on demand or on completion of the supply of the Works.47.3 The Contractor's representatives when employed within the boundaries of a Site, shallcomply with such rules, regulations and requirements (including those relating to securityarrangements) as may be in force for the time being for the conduct of personnel at thatSite. When on board ship, compliance shall be with the Ship's Regulations as interpretedby the Officer in charge. Details of such rules, regulations and requirements shall beprovided, on request, by the Officer in charge.47.4 The Contractor shall be responsible for the living accommodation and maintenance of itsrepresentatives while they are employed at a Site. Sleeping accommodation and messingfacilities, if required, may be provided by the Employer wherever possible, at thediscretion of the Officer in charge, at a cost fixed in accordance with current Ministry ofDefence regulations. At Sites overseas, accommodation and messing facilities, ifrequired, shall be provided wherever possible. The status to be accorded to theNM/NM/92802/120025/UKM/33931049.1 37

Contractor's personnel for messing purposes shall be at the discretion of the Officer incharge who shall, wherever possible give his decision before the commencement of thisContract where so asked by the Contractor. When sleeping accommodation and messingfacilities are not available, a certificate to this effect may be required by the Employer andshall be obtained by the Contractor from the Officer in charge. Such certificate shall bepresented to the Employer with other evidence relating to the costs of this Contract.47.5 Where the Contractor's representatives are required by this Contract to join or visit a Siteoverseas, transport between the United Kingdom and the place of duty (but excludingtransport within the United Kingdom) shall be provided for them free of charge by theMinistry of Defence whenever possible, normally by Royal Air Force or by MODchartered aircraft. The Contractor shall make such arrangements through the TechnicalBranch named for this purpose in this Contract. When such transport is not availablewithin a reasonable time, or in circumstances where the Contractor wishes itsrepresentatives to accompany material for installation which it is to arrange to bedelivered, the Contractor shall make its own transport arrangements. The Employer shallreimburse the Contractor's reasonable costs for such transport of its representatives onpresentation of evidence supporting the use of alternative transport and of the costsinvolved. Transport of the Contractor's representatives locally overseas which isnecessary for the purpose of this Contract shall be provided wherever possible by theMinistry of Defence, or by the Officer in charge and, where so provided, shall be free ofcharge.47.6 Out-patient medical treatment given to the Contractor's representatives by a ServiceMedical Officer or other Government Medical Officer at a Site overseas shall be free ofcharge. Treatment in a Service hospital or medical centre, dental treatment, the provisionof dentures or spectacles, conveyance to and from a hospital, medical centre or surgerynot within the Site and transportation of the Contractor's representatives back to theUnited Kingdom, or elsewhere, for medical reasons, shall be charged to the Contractor atrates fixed in accordance with current Ministry of Defence regulations.47.7 Accidents to the Contractor's representatives which ordinarily require to be reported inaccordance with Health and Safety at Work etc Act 1974, shall be reported to the Officerin charge so that the Inspector of Factories may be informed.47.8 No assistance from public funds, and no messing facilities, accommodation or transportoverseas shall be provided for dependants or members of the families of the Contractor'srepresentatives. Medical or necessary dental treatment may, however, be provided fordependants or members of families on repayment at current Ministry of Defence rates.47.9 The Contractor shall, wherever possible, arrange for funds to be provided to itsrepresentatives overseas through normal banking channels (e.g. by travellers' cheques). Ifbanking or other suitable facilities are not available, the Employer shall, upon request bythe Contractor and subject to any limitation required by the Contractor, makearrangements for payments, converted at the prevailing rate of exchange (whereapplicable), to be made at the Site to which the Contractor's representatives are attached.All such advances made by the Employer shall be recovered from the Contractor.[Guidance: If clause 47 is used ensure that the term Technical Branch used in clause 47.5is defined in the Contract definitions]NM/NM/92802/120025/UKM/33931049.1 38

ANNEX - PART 1CSPECIAL PROVISIONSSecurity Management PlanSet out in [ ][Guidance: As part of the ordering process, Employers should require the Contractor to provide anoutline plan and policy and include this in the Contract.]CONFIDENTIAL INFORMATIONThe following information shall be deemed Commercially Sensitive Information or ConfidentialInformation:[Guidance: Include details of any Commercially Sensitive Information identified by the Contractorand the duration it should be confidential for. This will assist the Employer in respect of compliancewith Freedom of Information Act and the section 45 code published by the Department ofConstitutional Affairs.]AUDIT AND ACCESS[12 months] after the expiry of the Contract Period or following termination of the Contract[Guidance: Insert the time period that the Employer requires the right to audit and have access toContractor information for following termination or expiry of the Contract.]ADDITIONAL AND/OR ADDITIONAL CLAUSESSupplemental requirements in addition to the Contract[ ]Changes to the Contract[ ](14.3) Alternative and/or Additional clauses (as set out in Annex Part 1B)[ ][Guidance: Include any additional clauses required by the Employer above and any variations tothe Contract. Also, specify above whether any of the alternative/additional clauses set out in annex1B are needed.]BCDR PLANNM/NM/92802/120025/UKM/33931049.1 39

COMMERCIALLY SENSITIVE INFORMATIONMANAGEMENT INFORMATIONIMPLEMENTATION PLANSECURITY POLICYCONTRACT PERIODRELEVANT CONVICTIONNM/NM/92802/120025/UKM/33931049.1 40

BREAK PROVISIONSRECORDS AND AUDIT ACCESSNM/NM/92802/120025/UKM/33931049.1 41