DATED                                                                                                                                                                                       20  [     ] 
                   LEONARD CHESHIRE DISABILITY (1)
                           and
                     [FRAMEWORK SUPPLIER] (2)
                 _______________________________________
                   FRAMEWORK AGREEMENT FOR THE 
                      PROVISION OF SERVICES
                 _______________________________________
           Contents
           Item                                                                            Page
           1    INTERPRETATION                                                                  3
           2    PRECEDENCE                                                                      4
           3    DURATION                                                                        4
           4    PURPOSE AND SCOPE OF FRAMEWORK AGREEMENT                                        4
           5    AWARDS UNDER THE FRAMEWORK AGREEMENT                                            5
           6    SUPPLIER'S OBLIGATIONS                                                          5
           7    PRICES FOR SERVICES                                                             5
           8    INVOICES, PAYMENT, COSTS  AND TAX                                               5
           9    WARRANTIES AND REPRESENTATIONS                                                  6
           10   INTELLECTUAL PROPERTY RIGHTS                                                    7
           11   VARIATIONS AND EXTENSIONS                                                       8
           12   CONFLICT OF INTEREST                                                            9
           13   CORRUPT GIFTS AND PAYMENTS                                                      9
           14   EQUALITY AND EQUAL OPPORTUNITIES                                                9
           15   LCD DATA                                                                       10
           16   DATA PROTECTION                                                                10
           17   CONFIDENTIALITY                                                                12
           18   TERMINATION                                                                    14
           19   SUSPENSION OF SUPPLIER’S APPOINTMENT                                           15
           20   CONSEQUENCES OF TERMINATION                                                    15
           21   EMPLOYMENT REGULATIONS                                                         15
           22   LIABILITY AND INSURANCE                                                        16
           23   LIMITATION OF LIABILITY                                                        17
           24   ASSIGNMENT, SUB-CONTRACTORS AND SUPPLIERS                                      17
           25   PERFORMANCE MEASUREMENT UNDER CALL-OFF CONTRACTS                               18
           26   REPORTING UNDER THE FRAMEWORK AGREEMENT                                        18
           27   AUDIT                                                                          19
           28   TAX ASSURANCE                                                                  19
           29   ANTI-SLAVERY AND HUMAN TRAFFICKING                                             20
           30   CO-OPERATION IN HANDOVER                                                       21
           31   WAIVER                                                                         22
           32   SEVERABILITY                                                                   22
           33   FORCE MAJEURE                                                                  22
           34   FRAUD                                                                          22
           35   RECOVERY OF SUMS DUE                                                           22
           36   ANNOUNCEMENTS                                                                  23
           37   CONTRACTS (RIGHTS OF THIRD PARTIES) ACT 1999                                   23
           38   DISPUTE RESOLUTION                                                             23
           39   ENTIRE AGREEMENT                                                               23
           40   SCOPE OF AGREEMENT                                                             23
           41   NOTICE                                                                         24
           42   LAW AND JURISDICTION                                                           24
           SCHEDULE 1 - DEFINITIONS                                                            25
                                                                                                                                                                                       
            THIS AGREEMENT is dated                                           20[      ]
            PARTIES
            (1)    LEONARD CHESHIRE DISABILITY incorporated and registered in England and Wales with 
                   company number 00552847, whose registered office is at 66 South Lambeth Road, London, SW8 
                   1RL ("LCD"). 
            (2)    [FULL COMPANY NAME] incorporated and registered in England and Wales with company number 
                   [NUMBER] whose registered office is at [REGISTERED OFFICE ADDRESS] (the “Supplier”).
            BACKGROUND
            (A)    The Supplier is in the business of providing the Goods and/or Services.
            (B)    LCD wishes to appoint the Supplier to provide some or all of the Goods and/or Services to it under 
                   this framework agreement (“Framework Agreement”).
            (C)    This Framework Agreement sets out the procedure for ordering the Goods and/or Services, the main
                   terms and conditions for the provision of the Goods and/or Services and the obligations of the 
                   Supplier under this Framework Agreement. 
            AGREED TERMS
            1      INTERPRETATION
                1.1     The terms and expressions as set out in Schedule 1 (Definitions) shall have the meanings 
                        ascribed therein.
                1.2     Clause and paragraph headings shall not affect the interpretation of this Framework Agreement.
                1.3     A person includes a natural person, corporate or unincorporated body (whether or not having 
                        separate legal personality) and that person's personal representatives, successors or permitted 
                        assigns.
                1.4     A reference to a company shall include any company, corporation or other body corporate, 
                        wherever and however incorporated or established.
                1.5     Words in the singular shall include the plural and vice versa.
                1.6     A reference to one gender shall include a reference to the other genders.
                1.7     A reference to any Party shall include that party's personal representatives, successors or 
                        permitted assigns.
                1.8     A reference to a statute, statutory provision or subordinated legislation is a reference to it as it is
                        in force from time to time, taking account of any amendment or re-enactment and includes any 
                        statute, statutory provision or subordinate legislation which it amends or re-enacts.
                1.9     A reference to a statute or statutory provision shall include any subordinate legislation made 
                        from time to time under that statute or statutory provision.
                1.10    A reference to writing or written includes e-mail.
                1.11    References to clauses are to the clauses of this Framework Agreement.
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