扒哥吃瓜

This ACCESS AGREEMENT鈥痠s made on [date] (To be completed)

BETWEEN:

(1) Homes and Communities Agency (trading as Homes England) (鈥楬omes鈥疎ngland) of 2nd floor, The Lumen, St James Boulevard, Newcastle Helix, Newcastle upon Tyne, NE4 5BZ ; and听

(2) [Public Sector Body] (To be completed) of [Address of Public Sector Body] (To be completed) (the 鈥淧ublic Sector Body鈥�);

Background

(a) Homes England has established a number of framework panels for technical services.

(b) Homes England requires that any Public Sector Bodies who wish to procure Services through the Frameworks (once procured) enter into this Agreement with Homes England to regulate the use and operation of the Frameworks.

(c) Under this Agreement, the Public Sector Body may enter into Call-Off Contracts for Services in accordance with the provisions of this Agreement and the relevant Framework Agreements.

IT IS AGREED as follows:听

1. Interpretation鈥�听听

1.1 The following terms and expressions shall have the meanings ascribed to听them:

Term	Meaning
鈥楢驳谤别别尘别苍迟鈥�	Means this access agreement.
鈥楥all-Off Contract鈥�	Means an instruction by one of the听Public Sector Bodies to a Framework鈥疢ember听pursuant to听a Framework听Agreement for the provision of Services.
鈥楥onfidential Information鈥�	Means all commercial or strategic听planning, intentions, modus operandi,听finances, proposals, projects, plans and鈥痵pecifications, confidential designs,听drawings, data,听specifications,听manufacturing processes, testing听procedures and all other technical听business听and similar information听relating to the Public Sector Bodies, Homes England鈥檚 or a Framework Member鈥檚 business and affairs听(including Panel听Information), its听customers, employees and suppliers or听otherwise relating to this Agreement, a Framework Agreement, Call Off听Contract or Services including all听readable data, logic, logic designs,听flowcharts, source or object codes,听listings, test data, test routines, diagnostic programs, software听programs or other material.
鈥楧irect Losses鈥�	Means all damage, losses, liabilities,听claims, actions, costs, expenses听(including the cost of legal or听professional services), proceedings,听demands and charges whether arising听under听statute, contract or at common听law but, to听avoid doubt, excluding Indirect Losses save where such听Indirect Losses form part of the liability,听action, proceedings and, or, demand听asserted against a person.
鈥�EIR鈥�	Means the Environmental Information听Regulations 2004, and any subordinate legislation made under that Act from time to time together with and Guidance and, or, codes of practice issued by the Information Commissioner in relation to such legislation.
鈥�EIR 贰虫肠别辫迟颈辞苍鈥�	Means听any applicable exemption to EIR.
鈥楨xempted Information鈥�	Means听any information that is designated as falling or potentially falling within the FOIA Exemptions or the EIR Exceptions.
鈥�FOIA鈥�	Means听the Freedom of Information Act听2000,听and any subordinate legislation听made under that Act from time to time听together with any guidance and, or codes of practice issued by the Information Commissioner in relation to such legislation.
鈥�FOIA 础耻迟丑辞谤颈迟测鈥�	Means a听public authority as defined by FOIA and, or, EIR.
鈥楩谤补尘别飞辞谤办蝉鈥�	Means the听technical and professional听frameworks听which have been听procured听by Homes听England听and which are live听and have been made available for use by other public sector bodies.
鈥楩ramework Agreement鈥�	Means the agreement听entered into听between Homes England and each of听the Framework Members in relation to a听Framework.
鈥楩ramework Members鈥�	Means听the consultants appointed to a听Framework and each of them.
鈥業ndirect Losses鈥�	Means loss of profits, loss of use, loss of听production, loss of business or loss of听business opportunity or any indirect loss听of any nature.
鈥业苍蹿辞谤尘补迟颈辞苍鈥�	Means in relation to:听 (i) FOIA, the meaning given under听section 84 of the FOIA and which is鈥痟eld by Homes England or a FOIA听Authority at the time of receipt of an RFI; or听 (ii) EIR, has the meaning given under the definition of听鈥渆nvironmental information鈥� in听section 2 of EIR and which is held by听Homes England or a FOIA Authority听at the time of receipt of an听RFI.
鈥業ntellectual Property Rights鈥�	Shall include without limitation all rights to, and any interests in, any patents, designs, trademarks, copyright, know-how, trade secrets and any other proprietary rights or forms of intellectual property (protectable by registration or not) in respect of any technology, concept, idea, data, program or other software (including source and object codes), specification, plan, drawing, schedule, minutes, correspondence, scheme, formula, programme, design, system, process logo, mark, style, or other matter or thing, existing or conceived, used, developed or produced by any person.
鈥楲辞蝉蝉别蝉鈥�	Means听any Direct Loss and, or, Indirect听Loss suffered or incurred that arise out听of or in connection with any or听all of听the听following:听 (a) any delay in the procurement of a Framework;听 (b) any听finding that a Framework or any听Call-Off听Contract has not been听procured听in compliance with the Regulations; 听(c) any declaration听that the award of a听Framework or any Call-Off Contract is听ineffective; and听 (d) any claim brought by a Framework听Member against a person under a听Framework Agreement or any Call鈥恛ff Contract;听 (e) any failure,听act听or omission in relation听to the procurement of a Framework or听any Call鈥恛ff Contract; (f) any misrepresentation misstatement,听negligent or other tortious act or听omission听arising in connection with the听procurement of a Framework.
鈥楶anel Information鈥�	Means any information provided by听Homes England to Public Sector Bodies听in connection with this Agreement,听including the list of Framework听Members, Framework Member contact听details, and copies of the relevant Framework Agreements.
鈥楶roject Tendering Procedure	Means听the competition process through听which the Public Sector Bodies select a听Framework Member from a Framework听in accordance with听the call-off procedure听in a Framework Agreement.
鈥楶ublic Sector Bodies鈥�	Means the public sector bodies listed in the Annex to this Agreement.
鈥楶ublic Sector Body鈥�	Means the听entity named at the start of听this Agreement which is a contracting听authority as defined in the Regulations听and听one of the Public Sector Bodies.
鈥楻别驳耻濒补迟颈辞苍蝉鈥�	Means the听relevant procurement regulations and,听or,听legislation which听are applicable听to the specific Framework. Read the guidance handbook for the contract notice information.
鈥楻equest for听Information鈥�, or 听鈥�RFI鈥�	Shall听have the meaning set out in FOI听or any request for information under EIR听which may听relate to this Agreement, a听Call Off听Contract or Services or any听activities听or business of Homes England or FOIA Authority.
鈥楽别谤惫颈肠别蝉鈥�	Means the services defined as such in a Framework Agreement.

1.2 In this Agreement, unless the context otherwise requires, words importing a gender include every gender, references to the singular include the plural and vice versa and words denoting persons include individuals and bodies corporate, governments, governmental bodies, authorities, agencies, partnerships, unincorporated associations and other bodies and vice versa.

2. Consideration

In consideration of the warranties, acknowledgement and covenants on the part of the Public Sector Body contained in this Agreement, Homes England grants the Public Sector Body access to use the Frameworks (or any of them) following appointment of Framework Members to them, in accordance with the provisions of this Agreement.

3. Approval to use the Framework Agreements

The Public Sector Body shall not do anything to prejudice Homes England鈥檚 procurement and use of the Frameworks or the integrity of the Project Tendering Procedure.

4. Warranties,听acknowledgements听and covenants by the Public Sector Body

4.1 The Public Sector Body warrants to Homes England that it is a body listed in the list of Public Sector Bodies set out in the Annex to this Agreement.

4.2 The Public Sector Body acknowledges that Homes England:

4.2.1 gives no warranty, undertaking or guarantee in respect of the ability of the Public Sector Body to use the Frameworks or in respect of any Project Tendering Procedure for awarding Call Off Contracts;

4.2.2 gives no warranty, undertaking, or guarantee in relation to the performance of Framework Members;

4.2.3 gives no warranty, undertaking, or guarantee in respect of the Panel Information, or in relation to the suitability, validity, compliance with laws or regulations or otherwise of the Frameworks or Framework Agreements; and

4.2.4 reserves the right to determine or change any panel appointments within the limits allowed by the individual panel appointments under the terms of Framework Agreements, and to suspend the use of one or more of the Frameworks by the Public Sector Body on written notice having immediate effect.

4.3 The Public Sector Body acknowledges that all of the individual Framework Agreements for a Framework collectively constitute one multi-supplier framework agreement under the Regulations and that it may only make direct awards under the Framework Agreements where permitted to do so by the Project Tendering Procedure.

4.4 The Public Sector听Body covenants with the Agency:

4.4.1 that the Public Sector Body shall be the principal contracting authority under any Call-Off Contract

4.4.2 to comply with and be bound by the terms of the Framework听 Agreements and any guidance or instructions issued by Homes England (from time to time) in the use and operation of the Framework Agreements;

4.4.3 to use the evaluation criteria set out in the Framework Agreements for Project Tendering Procedures;

4.4.4 In relation to all Call Off Contracts, the Public Sector Body shall have regard to, and where applicable, comply with all Government Commercial Agency Procurement Policy Notes.

5. Confidentiality

5.1 Each party鈥痳ecognises鈥痶hat under this Agreement听it may receive Confidential听Information belonging to the听other and to Framework Members.

5.2 Each party agrees to treat all Confidential Information belonging to the other or to Framework Members as confidential and not to disclose such Confidential Information or any other confidential information relating to Homes England, the Public Sector Body, the Framework Agreement, a Call Off Contract or Services to any third party without the prior written consent of the other Party (or the relevant Framework Member if applicable) and agrees not to use such Confidential Information for any purpose other than that for which it is supplied under this Agreement or a Project Tendering Procedure.

5.3 The obligations of confidence referred to in Clause 5.2 shall not apply to any Confidential Information which:

5.3.1 is in, or which comes into, the public domain otherwise than by reason of a breach of this Agreement or of any other duty of confidentiality relating to that information; or

5.3.2 is obtained from a third party without that third party being under an obligation (express or implied) to keep the information confidential; or

5.3.3 is lawfully in the possession of the other Party before the date of this Agreement and in respect of which that Party is not under an existing obligation of confidentiality;

5.3.4 is independently developed without access to the Confidential Information of the other Party.

5.4 Each party will be permitted to disclose Confidential Information to the extent that they are required to do so:

5.4.1 to enable the disclosing party to perform its obligations under this Agreement; or

5.4.2 by any applicable law or by a court, arbitral or administrative tribunal in the course of proceedings before it including without limitation any requirement for disclosure under FOIA, EIR or the Code of Practice on Access to Government Information; or

5.4.3. by any regulatory body (including any investment exchange) acting in the course of proceedings before it or acting in the course of its duties; or

5.4.4 in order to give proper instructions to any professional adviser of that Party who also has an obligation to keep any such Confidential Information confidential.

5.5 The Public Sector Body shall ensure that all Confidential Information obtained from Homes England or a Framework Member under or in connection with this Agreement:

5.5.1 is given only to such of its employees or professional advisors engage to advise it in connection with this Agreement or a Project Tendering Procedure as is strictly necessary for the performance of this Agreement and only to the extent necessary for the performance of this Agreement or the Project Tendering Procedure:

5.5.2. is treated as confidential and not disclosed (without Homes England鈥檚 prior written approval) or used by any such staff or professional advisors otherwise than for the purposes of this Agreement;

5.5.3 where it is considered necessary in the opinion of Homes England, the Public Sector Body shall ensure that such staff or professional advisors sign a confidentiality undertaking before听commencing work in connection with a Call Off Contract.

5.6 Nothing in this Clause听5 shall prevent Homes England:

5.6.1 disclosing any Confidential Information for the purpose of:

(a) the examination and certification of the Homes England鈥檚 accounts; or听

(b) any examination pursuant to Section 6(1) of the National Audit Act 1983 of the economy, efficiency and effectiveness with which Homes England has used its resources; or

5.6.2 disclosing any Confidential Information:

(a) to any other department, office or agency of the Crown;

(b) to Parliament and Parliamentary Committees or if required by any Parliamentary reporting requirement;

(c) on a confidential basis to a proposed successor body in connection with any assignment, novation or disposal of any rights, obligations or any liabilities under this Agreement; or

(d) to any person engaged in providing any services to Homes England for any purpose relating to or ancillary to this Agreement or any person conducting an Office of Government Commerce gateway review;

5.6.3 provided that in鈥痙isclosing鈥痠nformation under Clause 5.6.1 or 5.6.2 Homes England鈥痙iscloses鈥痮nly the information which is necessary for the purpose concerned and requires that the information is treated in confidence and that a confidentiality undertaking is given where appropriate.

5.7 Nothing in this Clause 5 shall prevent either Party from using any techniques, ideas or know-how gained during the performance of the Agreement in the course of its normal business, to the extent that this does not result in a disclosure of Confidential Information or an infringement of Intellectual Property Rights.

5.8 The obligations in this Clause 5 will survive the expiry or termination of this Agreement for a period of 10 years or, in respect of any particular item of Confidential Information, until such earlier time as that item of Confidential Information reaches the public domain鈥痮therwise than鈥痓y reason of a breach of this Agreement or of any other duty of confidentiality relating to that information.

6. Freedom Of Information

6.1 The Parties to this Agreement are FOIA Authorities and are subject to legal duties which may require the release of information under FOIA and, or, EIR and that the FOIA Authorities may be under an obligation to provide Information subject to a Request for Information.

6.2 The FOIA Authority in receipt of or to receive the RFI (鈥凌别濒别惫补苍迟 FOIA Authority鈥�) shall鈥痓e responsible for鈥痙etermining in鈥痠ts absolute discretion whether:

6.2.1 any Information is Exempted Information or remains Exempted Information; and, or,

6.2.2 any Information is to be disclosed in response to a Request for Information;

6.2.3 and in no event shall any party, other than the Relevant FOIA Authority, respond directly to a RFI except to confirm receipt of the RFI and that the RFI has been passed to the Relevant FOIA Authority.

6.3 Subject to clause 6.4 below, all Parties acknowledge that the Relevant FOIA Authority may disclose鈥疘nformation:听

6.3.1 without consulting the other; or

6.3.2 following consultation with the other party and having taken (or not taken, as the case may be) its views into account.

6.4 Without in any way limiting 6.2 and 6.3, in the event that the Relevant FOIA Authority receives a RFI, the Relevant FOIA Authority will, where appropriate, as soon as reasonably practicable notify the other Party.

6.5 The Parties will assist and co-operate with one another as requested by the Relevant FOIA Authority to enable the Relevant FOIA Authority to comply with its obligations to disclose Information under FOIA and EIR within the prescribed periods for compliance and in particular without limitation will (and shall procure that its agents and sub-contractors will), at their own cost:听

6.5.1 transfer any RFI received to the Relevant FOIA Authority as soon as practicable after receipt and in any event within two Working Days of receiving a request for information;

6.5.2 provide all such assistance as may be required from time to time by the Relevant FOIA Authority to enable the Relevant FOIA Authority to comply with its obligations to disclose Information;

6.6 Nothing in this Agreement will prevent the Relevant FOIA Authority from complying with any valid order, decision, enforcement or practice recommendation notice issued to it by the Information Commissioner under FOIA and, or, EIR in relation to any Exempted Information.

7. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in all respects in accordance with the laws of England and Wales and the English courts shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this memorandum of understanding.

8. Costs and Expenses

Each party shall be responsible for paying its own costs and expenses incurred in connection with the preparation and execution of this Agreement.

9. No partnership or agency

9.1 Nothing in this Agreement shall be construed as creating a partnership.

9.2 No party shall be deemed to be an agent of any other party and no party shall hold itself out as having authority or power to bind any other party in any way.

10.听罢别谤尘颈苍补迟颈辞苍

10.1 This Agreement shall take full force and effect on the date of signature by both parties of this Agreement and shall continue in respect of each Framework until the expiry or earlier termination of the Framework Agreement relating to it, or until the earlier termination of this Agreement under clause 10.2 of this Agreement.

10.2This Agreement may be terminated by either party with immediate effect upon serving written notice on the other party.

10.3 Any Project Tendering procedure and, or, Call Off Contract made with a Framework Member after termination of this Agreement or the relevant Framework, will not be made pursuant to the terms of a Framework and it will be the responsibility of the Public Sector Body and the Framework Member to agree the terms of contract between them and to comply with any applicable procurement laws or regulations.

11. Liabilities

11.1 The Public Sector Body agrees and acknowledges that:

11.1.1 Homes England shall have no liability to the Public Sector Body in听respect of any Losses,听provided that nothing in this Agreement is听intended to limit or exclude the liability of Homes England:

(a) for death or personal injury resulting from its negligence;

(b) for any damage or liability incurred as a result of fraud or听fraudulent misrepresentation by Homes England.听听

11.1.2鈥疘n the event that鈥疕omes England incurs any Losses arising听pursuant to听the Public Sector Body鈥檚 use of a Framework, the Public Sector Body听shall forthwith reimburse Homes England all such Losses that would not听otherwise have arisen but for Public Sector Body鈥檚 use of a Framework.

Full name of signatory (To be completed): [Name]听听

Role of signatory (To be completed):听[Job Title]听听

Enters into a binding legal contract (To be completed):听Yes or No听听

Accepts terms and conditions (To be completed):听Yes or No听听

Is duly听authorised (To be completed):听Yes or No鈥�听听

Has read and understood the privacy policy (To be completed):听Yes or No听听

Consents to the privacy policy (To be completed):听Yes or No

Annex 1 鈥� List of Public Sector Bodies

1.

Any of the following, and any of their successors:听

(a) Ministerial government departments

(b) Non ministerial government departments

(c) Executive agencies of government and other subsidiary bodies

(d) Non-Departmental Public Bodies (NDPBs), including advisory NDPBs, executive NDPBs,听and tribunal NDPBs

(e) All non-Crown Status Government Companies wholly or partly owned by Central听Government Departments and their subsidiaries听Assembly Sponsored Public Bodies (ASPBs)

(f) Police forces

(g) Fire and rescue services

(h) Ambulance services

(i) Maritime and coastguard agency services

(j) NHS bodies

(k) Educational bodies or establishments including state schools (nursery schools, primary听schools, middle or high schools, secondary schools, special schools),听academies, colleges,听Pupil Referral Unit (PRU), further education colleges and universities

(l) Hospices

(m) National Parks

(n) Housing associations, including registered social landlords

(o) Third sector and charities

(p) Citizens advice bodies

(q) Councils, including county councils, district councils, county borough councils,听community councils, London borough councils, unitary councils, metropolitan councils, parish听councils

(r) Other Public Bodies and Public corporations and their subsidiary bodies sponsored by听Central Government Departments which are not covered by named categories in the Attachment 1听Authorised听Customer list

(s) Public financial bodies or institutions

(t) Public pension funds

(u) Central banks

(v) Civil service bodies,听including public sector buying听organisations

(w) All new bodies created which fall within the criteria

2.

罢丑辞蝉别听listed and maintained听by the Government听or accessible on any replacement link.听听

3.

罢丑辞蝉别听听or accessible on any replacement link.听听

4.

Those set out in the definition of 鈥淐ontracting Authority鈥� in听the relevant听procurement听regulations and,听or,听legislation:

(a) Central Government Departments, Local Government and Public Corporations that can be accessed at听the

(b) Local Authorities (England) set out in Local Authorities (England)

(c) NDPBs set out in Search for Departments, agencies and public bodies on 扒哥吃瓜听听

(d) 听

(e) 听听

(f) 听(Police Forces and Special Police Forces in England, and,听or Police and Crime听Commissioners (as defined by the Police Reform and Social Responsibility Act 2011) and, or, the Police听Authorities (as defined in the Police Act 1964, Police Act 1996, Serious鈥疧rganised鈥疌rime and Police听Act 2005, Police and Justice Act 2006, Police, Public Order and Criminal Justice (Scotland) Act 2006),听and other relevant legislation for the constituent parts of the United Kingdom, for their respective rights听and interests.)听听

(g) 听听

(h) NHS bodies in England set out in 听

(i) 听听

(j) Registered Providers of Social Housing (Housing Associations)听听

(k) Third sector and charities in England set out in:

(l) Any charities registered in England

(m)

(n) Local Enterprise Partnerships (LEPs)

(o) Combined Authorities established under Section 103 of the Local Democracy Economic听Development and Construction Act 2009

(p) Other Public Bodies, Public听Corporations听and their subsidiary bodies sponsored by Central听Government Departments which are not covered by the categories mentioned

(q) Any successor听bodies to any of the bodies listed

(r) Other:

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