Common use of CONTRACTING OF CLINICAL MATTERS Clause in Contracts

CONTRACTING OF CLINICAL MATTERS. We have agreed the sub-contracting of clinical matters set out at Schedule 6 which we consider is necessary to deliver the requirements of the ES and the Seasonal Influenza ES. Each Party shall, before undertaking such sub-contracted clinical services, assure itself that the proposed sub-contracted services are covered by the indemnity arrangements under the Clinical Negligence Scheme for General Practice. INTELLECTUAL PROPERTY For the purposes of this Agreement, intellectual property means rights in and to inventions, patents, design rights (registered or unregistered), copyrights, rights in confidential information, database rights and any similar or analogous rights that exist anywhere in the world and including any application for any registration of the foregoing. Each of us has our own existing intellectual property and we will retain the ownership of our respective intellectual property rights. If any of us creates any new intellectual property in the course of this Agreement, the Collaborating Practice which creates the intellectual property will own the rights to that intellectual property unless agreed otherwise. We agree that in the interest of our PCN Grouping we will grant to each other a royalty free non-exclusive license to use our existing and newly created intellectual property for the purposes of fulfilment of our obligations under this Agreement. MEETINGS AND DECISION-MAKING Meetings We will arrange and attend meetings as often as is necessary to discuss any issues relating to the ES and the Seasonal Influenza ES including (but not limited to) performance, strategies and the operating environment relating to the delivery of the requirements of the ES and the Seasonal Influenza ES. We will agree an agenda prior to each meeting and ensure papers are circulated to each Collaborating Practice in advance. With the agreement of Collaborating Practices (such agreement not to be unreasonably withheld), partners who are not Collaborating Practices may attend meetings of the Collaborating Practices to participate in discussions for the efficient and effective delivery of the requirements of the ES and the Seasonal Influenza ES. Meetings generally and decision-making Further arrangements relating to meetings of the Collaborating Practices including (but not limited to) ways in which meetings can be held, attendance and quorum requirements, and how decisions are made are set out in Schedule 7. JOINING THE PCN GROUPING A person or organisation may from time to time indicate to one or more Collaborating Practices that it wishes to join our PCN Grouping. Where this occurs, the relevant Collaborating Practice(s) will notify the others and the request shall be discussed by all other Collaborating Practices as soon as practicable, as per the governance arrangements set out within Schedule 7. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, it will be considered and decided whether it is appropriate for that person or organisation to join our PCN Grouping. We acknowledge that a person or organisation seeking to join our PCN Grouping must comply with the process of participation in the ES and the Seasonal Influenza ES, which includes an agreement in writing with the Commissioner in relation to its participation in the ES and the Seasonal Influenza ES. Where a person or organisation joins our PCN Grouping, this Agreement will be updated in accordance with the variation procedure set out in Clause 66 to include reference to that person or organisation as a Collaborating Practice and to reflect any consequential amendments to the Schedules of this Agreement that have been determined. LEAVING THE PCN GROUPING Clauses 54 to 65 below set out the minimum requirements relating to situations where a Collaborating Practice departs or is required to leave our PCN Grouping. Voluntary departure A Collaborating Practice may choose to leave our PCN Grouping by giving no less than 35 days’ notice to the other Collaborating Practices. From the date the Collaborating Practice leaves our PCN Grouping, that Collaborating Practice will also be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any requirements of the ES and the Seasonal Influenza ES. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the consequences of that Collaborating Practice’s departure in relation to our activities under this Agreement, financial arrangements, staffing arrangements and any other PCN Grouping related matters; the actions required of the departing Collaborating Practice; and the actual leaving date. The departing Collaborating Practice agrees to comply with all reasonable actions that are determined to be required of it before the actual leaving date. Such actions may include executing such documents and/or providing such information as required to ensure the delivery of the requirements of the ES and the Seasonal Influenza ES can be continued by the remaining Collaborating Practices. If any actions are not completed prior to the actual leaving date, the departing Collaborating Practice will complete those actions as soon as practicable after that date. With effect from the date the Collaborating Practice leaves our PCN Grouping, we will ensure that this Agreement is updated in accordance with the variation procedure set out in Clause 66 to remove references to the departed Collaborating Practice and to reflect any changes to the Schedules that have been determined, including, without limitation, changes to our activities taking into account any relevant requirements of the ES and the Seasonal Influenza ES. Expulsion A Collaborating Practice may be required to leave our PCN Grouping in certain circumstances. These include committing an act or omission set out in Clause 59 or where an event set out in Clause 7 below occurs. From the date a Collaborating Practice is expelled from or required to leave our PCN Grouping, that Collaborating Practice will be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any relevant requirements of the ES and the Seasonal Influenza ES.

CONTRACTING OF CLINICAL MATTERS. We have agreed the sub-contracting of clinical matters set out at Schedule 6 which we consider is necessary to deliver the requirements of the ES and the Seasonal Influenza ES. Each Party shall, before undertaking such sub-contracted clinical services, assure itself that the proposed sub-contracted services are covered by the indemnity arrangements under the Clinical Negligence Scheme for General Practice. INTELLECTUAL PROPERTY For the purposes of this Agreement, intellectual property means rights in and to inventions, patents, design rights (registered or unregistered), copyrights, rights in confidential information, database rights and any similar or analogous rights that exist anywhere in the world and including any application for any registration of the foregoing. Each of us has our own existing intellectual property and we will retain the ownership of our respective intellectual property rights. If any of us creates any new intellectual property in the course of this Agreement, the Collaborating Practice which creates the intellectual property will own the rights to that intellectual property unless agreed otherwise. We agree that in the interest of our PCN Grouping we will grant to each other a royalty free non-exclusive license to use our existing and newly created intellectual property for the purposes of fulfilment of our obligations under this Agreement. MEETINGS AND DECISION-MAKING Meetings We will arrange and attend meetings as often as is necessary to discuss any issues relating to the ES and the Seasonal Influenza ES including (but not limited to) performance, strategies and the operating environment relating to the delivery of the requirements of the ES and the Seasonal Influenza ES. We will agree an agenda prior to each meeting and ensure papers are circulated to each of Collaborating Practice in advance. With the agreement of Collaborating Practices (such agreement not to be unreasonably withheld), partners who are not Collaborating Practices may attend meetings of the Collaborating Practices to participate in discussions for the efficient and effective delivery of the requirements of the ES and the Seasonal Influenza ES. Meetings generally and decision-making Further arrangements relating to meetings of the Collaborating Practices including (but not limited to) ways in which meetings can be held, attendance and quorum requirements, and how decisions are made are set out detailed in Schedule 7. JOINING THE PCN GROUPING A person or organisation may from time to time indicate to one or more Collaborating Practices that it wishes to join our PCN Grouping. Where this occurs, the relevant Collaborating Practice(s) will notify the others and the request shall be discussed by all other Collaborating Practices as soon as practicable, as per the governance arrangements set out within detailed in Schedule 7. In accordance with the arrangements for meetings and decision-making as set out detailed in Schedule 7, it will be considered and decided whether it is appropriate for that person or organisation to join our PCN Grouping. We acknowledge that a person or organisation seeking to join our PCN Grouping must comply with the process of participation in the ES and the Seasonal Influenza ES, which includes an agreement in writing with the Commissioner in relation to its participation in the ES and the Seasonal Influenza ES. Where a person or organisation joins our PCN Grouping, this Agreement will be updated in accordance with the variation procedure set out in Clause 66 67 to include reference to that person or organisation as a Collaborating Practice and to reflect any consequential amendments to the Schedules of this Agreement that have been determined. LEAVING THE PCN GROUPING Clauses 54 55 to 65 66 below set out the minimum requirements relating to situations where a Collaborating Practice departs or is required to leave our PCN Grouping. Voluntary departure A Collaborating Practice may choose to leave our PCN Grouping by giving no less than 35 days’ notice to the other Collaborating Practices. From the date the Collaborating Practice leaves our PCN Grouping, that Collaborating Practice will also be removed from deemed no longer to be a party to this Agreement and but the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out detailed in Schedule 7 and any requirements of the ES and the Seasonal Influenza ES. In accordance with the arrangements for meetings and decision-making as set out detailed in Schedule 7, the following matters will be considered or determined (as relevant): the consequences of that Collaborating Practice’s departure in relation to our activities under this Agreement, financial arrangements, staffing arrangements and any other PCN Grouping related matters; the actions required of the departing Collaborating Practice; and the actual leaving date. The departing Collaborating Practice agrees to comply with all reasonable actions that are determined to be required of it before the actual leaving date. Such actions may include executing such documents and/or providing such information as is required to ensure the delivery of the requirements of the ES and the Seasonal Influenza ES can be continued by the remaining Collaborating Practices. If any actions are not completed prior to the actual leaving date, the departing Collaborating Practice will complete those actions as soon as practicable after that date. With effect from the date the Collaborating Practice leaves our PCN Grouping, we will ensure that this Agreement is updated in accordance with the variation procedure set out in Clause 66 67 to remove references to the departed Collaborating Practice and to reflect any changes to the Schedules that have been determined, including, without limitation, changes to our activities taking into account any relevant requirements of the ES and the Seasonal Influenza ES. Expulsion A Collaborating Practice may be required to leave our PCN Grouping in certain circumstances. These include committing an act or omission set out in Clause 59 60 or where an event set out in Clause 7 62 below occurs. From the date a Collaborating Practice is expelled from or required to leave our PCN Grouping, that Collaborating Practice will be removed from deemed no longer to be a party to this Agreement and but the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set detailed out in Schedule 7 and any relevant requirements of the ES ES. A Collaborating Practice must notify the other Collaborating Practices if it or another Collaborating Practice: fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 calendar days after being notified in writing to make such payment; commits a material breach of any term of this Agreement and that breach is either irremediable or (if such breach is remediable) fails to remedy that breach within a reasonable period; repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; for the purposes of Clause 60(b material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which one or more Collaborating Practices would otherwise derive from this Agreement. Where a Collaborating Practice has notified the other Collaborating Practices in accordance with Clause 60 then in accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the process to be followed for investigating the matter; if it is determined that the relevant event occurred: the consequences of the event in relation to the PCN Grouping activities, financial arrangements, staffing arrangements and any other PCN Grouping related matters; the actions required of any Collaborating Practice including the Collaborating Practice determined to have committed the event; whether, taking into account the seriousness of the event and any other relevant factors, the Collaborating Practice should be given the opportunity to rectify the matter or whether the relevant Collaborating Practice should be expelled from our PCN Grouping; if it is determined that the Collaborating Practice is to be expelled, any actions required of that Collaborating Practice and the Seasonal Influenza ESexpulsion date.

CONTRACTING OF CLINICAL MATTERS. We have agreed the sub-contracting of clinical matters set out at Schedule 6 which we consider is necessary to deliver the requirements of the [Adult and At-risk Influenza ES and and/or the Seasonal Childhood Influenza ES]. Each Party shall, before undertaking such sub-contracted clinical services, assure itself that the proposed sub-contracted services are covered by the indemnity arrangements under the Clinical Negligence Scheme for General PracticePractice and that the sub-contractor is prohibited from sub-contracting the clinical matters. INTELLECTUAL PROPERTY For the purposes of this Agreement, intellectual property means rights in and to inventions, patents, design rights (registered or unregistered), copyrights, rights in confidential information, database rights and any similar or analogous rights that exist anywhere in the world and including any application for any registration of the foregoing. Each of us has our own existing intellectual property and we will retain the ownership of our respective intellectual property rights. If any of us creates any new intellectual property in the course of this Agreement, the Collaborating Practice which creates the intellectual property will own the rights to that intellectual property unless agreed otherwise. We agree that in the interest interests of our PCN Grouping collaboration we will grant to each other a royalty free non-exclusive license to use our existing and newly created intellectual property for the purposes of fulfilment of our obligations under this Agreement. MEETINGS AND DECISION-MAKING Meetings We will arrange and attend meetings as often as is necessary to discuss any issues relating to the ES [Adult and the Seasonal At-risk Influenza ES and/or the Childhood Influenza ES] including (but not limited to) performance, strategies and the operating environment relating to the delivery of the requirements of the [Adult and At-risk Influenza ES and and/or the Seasonal Childhood Influenza ES]. We will agree an agenda prior to each meeting and ensure papers are circulated to each Collaborating Practice in advance. With the agreement of Collaborating Practices (such agreement not to be unreasonably withheld), partners who are not Collaborating Practices may attend meetings of the Collaborating Practices to participate in discussions for the efficient and effective delivery of the requirements of the [Adult and At-risk Influenza ES and and/or the Seasonal Childhood Influenza ES]. Meetings generally and decision-making Further arrangements relating to meetings of the Collaborating Practices including (but not limited to) ways in which meetings can be held, attendance and quorum requirements, and how decisions are made are set out in Schedule 7. JOINING THE PCN GROUPING COLLABORATION A person or organisation may from time to time indicate to one or more Collaborating Practices that it wishes to join our PCN Groupingcollaboration. Where this occurs, the relevant Collaborating Practice(s) will notify the others and the request shall be discussed by all other Collaborating Practices as soon as practicable, as per the governance arrangements set out within Schedule 7. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, it will be considered and decided whether it is appropriate for that person or organisation to join our PCN Groupingcollaboration. We acknowledge that a person or organisation seeking to join our PCN Grouping collaboration must comply with the process of participation in the [Adult and At-risk Influenza ES and and/or the Seasonal Childhood Influenza ES], which includes an agreement in writing with the Commissioner in relation to its participation in the [Adult and At-risk Influenza ES and and/or the Seasonal Childhood Influenza ES]. Where a person or organisation joins our PCN Groupingcollaboration, this Agreement will be updated in accordance with the variation procedure set out in Clause 66 to include reference to that person or organisation as a Collaborating Practice and to reflect any consequential amendments to the Schedules of this Agreement that have been determined. LEAVING THE PCN GROUPING COLLABORATION Clauses 54 to 65 below set out the minimum requirements relating to situations where a Collaborating Practice departs or is required to leave our PCN Groupingcollaboration. Voluntary departure A Collaborating Practice may choose to leave our PCN Grouping collaboration by giving no less than 35 days’ notice to the other Collaborating Practices. From the date the Collaborating Practice leaves our PCN Groupingcollaboration, that Collaborating Practice will also be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any requirements of the [Adult and At-risk Influenza ES and and/or the Seasonal Childhood Influenza ES]. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the consequences of that Collaborating Practice’s departure in relation to our activities under this Agreement, financial arrangements, staffing arrangements and any other PCN Grouping collaboration related matters; the actions required of the departing Collaborating Practice; and the actual leaving date. The departing Collaborating Practice agrees to comply with all reasonable actions that are determined to be required of it before the actual leaving date. Such actions may include executing such documents and/or providing such information as required to ensure the delivery of the requirements of the ES [Adult and the Seasonal At-risk Influenza ES and/or the Childhood Influenza ES] can be continued by the remaining Collaborating Practices. If any actions are not completed prior to the actual leaving date or come to the attention of the Collaborating Practices after the actual leaving date, the departing Collaborating Practice will complete those actions as soon as practicable after that date. With effect from the date the Collaborating Practice leaves our PCN Groupingcollaboration, we will ensure that this Agreement is updated in accordance with the variation procedure set out in Clause 66 to remove references to the departed Collaborating Practice and to reflect any changes to the Schedules that have been determined, including, without limitation, changes to our activities taking into account any relevant requirements of the [Adult and At-risk Influenza ES and and/or the Seasonal Childhood Influenza ES]. Expulsion A Collaborating Practice may be required to leave our PCN Grouping collaboration in certain circumstances. These include committing an act or omission set out in Clause 59 or where an event set out in Clause 7 below occurs. From the date a Collaborating Practice is expelled from or required to leave our PCN Groupingcollaboration, that Collaborating Practice will be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any relevant requirements of the [Adult and At-risk Influenza ES and/or the Childhood Influenza ES]. A Collaborating Practice must notify the relevant individual/groups as set out within the governance arrangements within Schedule 7 if that Collaborating Practice or another Collaborating Practice: fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 calendar days after being notified in writing to make such payment; commits a material breach of any term of this Agreement and that breach is either irremediable or (if such breach is remediable) fails to remedy that breach within the period determined and notified in writing; repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; for the purposes of Clause 59(b) material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which one or more Collaborating Practices would otherwise derive from this Agreement. Where a Collaborating Practice has notified the relevant individuals/groups in accordance with Clause 59 and in accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the process to be followed for investigating the matter; if it is determined that the relevant event occurred: the consequences of the event in relation to the collaboration activities, financial arrangements, staffing arrangements and any other collaboration related matters; the actions required of any Collaborating Practice including the Collaborating Practice determined to have committed the event; whether, taking into account the seriousness of the event and any other relevant factors, the Collaborating Practice should be given the opportunity to rectify the matter or whether the relevant Collaborating Practice should be expelled from our collaboration; if it is determined that the Collaborating Practice is to be expelled, any actions required of that Collaborating Practice and the Seasonal Influenza ESexpulsion date.

CONTRACTING OF CLINICAL MATTERS. We have agreed the sub-contracting of clinical matters set out at Schedule 6 which we consider is necessary to deliver the requirements of the ES and the Seasonal Influenza ES. Each Party shall, before undertaking such sub-contracted clinical services, assure itself that the proposed sub-contracted services are covered by the indemnity arrangements under the Clinical Negligence Scheme for General Practice. INTELLECTUAL PROPERTY For the purposes of this Agreement, intellectual property means rights in and to inventions, patents, design rights (registered or unregistered), copyrights, rights in confidential information, database rights and any similar or analogous rights that exist anywhere in the world and including any application for any registration of the foregoing. Each of us has our own existing intellectual property and we will retain the ownership of our respective intellectual property rights. If any of us creates any new intellectual property in the course of this Agreement, the Collaborating Practice which creates the intellectual property will own the rights to that intellectual property unless agreed otherwise. We agree that in the interest of our PCN Grouping we will grant to each other a royalty free non-exclusive license to use our existing and newly created intellectual property for the purposes of fulfilment of our obligations under this Agreement. MEETINGS AND DECISION-MAKING Meetings We will arrange and attend meetings as often as is necessary to discuss any issues relating to the ES and the Seasonal Influenza ES including (but not limited to) performance, strategies and the operating environment relating to the delivery of the requirements of the ES and the Seasonal Influenza ES. We will agree an agenda prior to each meeting and ensure papers are circulated to each of Collaborating Practice in advance. With the agreement of Collaborating Practices (such agreement not to be unreasonably withheld), partners who are not Collaborating Practices may attend meetings of the Collaborating Practices to participate in discussions for the efficient and effective delivery of the requirements of the ES and the Seasonal Influenza ES. Meetings generally and decision-making Further arrangements relating to meetings of the Collaborating Practices including (but not limited to) ways in which meetings can be held, attendance and quorum requirements, and how decisions are made are set out in Schedule 7. JOINING THE PCN GROUPING A person or organisation may from time to time indicate to one or more Collaborating Practices that it wishes to join our PCN Grouping. Where this occurs, the relevant Collaborating Practice(s) will notify the others and the request shall be discussed by all other Collaborating Practices as soon as practicable, as per the governance arrangements set out within Schedule 7. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, it will be considered and decided whether it is appropriate for that person or organisation to join our PCN Grouping. We acknowledge that a person or organisation seeking to join our PCN Grouping must comply with the process of participation in the ES and the Seasonal Influenza ES, which includes an agreement in writing with the Commissioner in relation to its participation in the ES and the Seasonal Influenza ES. Where a person or organisation joins our PCN Grouping, this Agreement will be updated in accordance with the variation procedure set out in Clause 66 to include reference to that person or organisation as a Collaborating Practice and to reflect any consequential amendments to the Schedules of this Agreement that have been determined. LEAVING THE PCN GROUPING Clauses 54 to 65 below set out the minimum requirements relating to situations where a Collaborating Practice departs or is required to leave our PCN Grouping. Voluntary departure A Collaborating Practice may choose to leave our PCN Grouping by giving no less than 35 days’ notice to the other Collaborating Practices. From the date the Collaborating Practice leaves our PCN Grouping, that Collaborating Practice will also be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any requirements of the ES and the Seasonal Influenza ES. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the consequences of that Collaborating Practice’s departure in relation to our activities under this Agreement, financial arrangements, staffing arrangements and any other PCN Grouping related matters; the actions required of the departing Collaborating Practice; and the actual leaving date. The departing Collaborating Practice agrees to comply with all reasonable actions that are determined to be required of it before the actual leaving date. Such actions may include executing such documents and/or providing such information as required to ensure the delivery of the requirements of the ES and the Seasonal Influenza ES can be continued by the remaining Collaborating Practices. If any actions are not completed prior to the actual leaving date, the departing Collaborating Practice will complete those actions as soon as practicable after that date. With effect from the date the Collaborating Practice leaves our PCN Grouping, we will ensure that this Agreement is updated in accordance with the variation procedure set out in Clause 66 to remove references to the departed Collaborating Practice and to reflect any changes to the Schedules that have been determined, including, without limitation, changes to our activities taking into account any relevant requirements of the ES and the Seasonal Influenza ES. Expulsion A Collaborating Practice may be required to leave our PCN Grouping in certain circumstances. These include committing an act or omission set out in Clause 59 or where an event set out in Clause 7 below occurs. From the date a Collaborating Practice is expelled from or required to leave our PCN Grouping, that Collaborating Practice will be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any relevant requirements of the ES ES. A Collaborating Practice must notify the relevant individual/groups as set out within the governance arrangements within Schedule 7 if that Collaborating Practice or another Collaborating Practice: fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 calendar days after being notified in writing to make such payment; commits a material breach of any term of this Agreement and that breach is either irremediable or (if such breach is remediable) fails to remedy that breach within the Seasonal Influenza ESperiod determined and notified in writing; repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; for the purposes of Clause 59(b) material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which one or more Collaborating Practices would otherwise derive from this Agreement.

CONTRACTING OF CLINICAL MATTERS. We have agreed the sub-contracting of clinical matters set out at Schedule 6 which we consider is necessary to deliver the requirements of the ES and the Seasonal Influenza ES. Each Party shall, before undertaking such sub-contracted clinical services, assure itself that the proposed sub-contracted services are covered by the indemnity arrangements under the Clinical Negligence Scheme for General Practice. INTELLECTUAL PROPERTY For the purposes of this Agreement, intellectual property means rights in and to inventions, patents, design rights (registered or unregistered), copyrights, rights in confidential information, database rights and any similar or analogous rights that exist anywhere in the world and including any application for any registration of the foregoing. Each of us has our own existing intellectual property and we will retain the ownership of our respective intellectual property rights. If any of us creates any new intellectual property in the course of this Agreement, the Collaborating Practice which creates the intellectual property will own the rights to that intellectual property unless agreed otherwise. We agree that in the interest of our PCN Grouping we will grant to each other a royalty free non-exclusive license to use our existing and newly created intellectual property for the purposes of fulfilment of our obligations under this Agreement. MEETINGS AND DECISION-MAKING Meetings We will arrange and attend meetings as often as is necessary to discuss any issues relating to the ES and the Seasonal Influenza ES including (but not limited to) performance, strategies and the operating environment relating to the delivery of the requirements of the ES and the Seasonal Influenza ES. We will agree an agenda prior to each meeting and ensure papers are circulated to each of Collaborating Practice in advance. With the agreement of Collaborating Practices (such agreement not to be unreasonably withheld), partners who are not Collaborating Practices may attend meetings of the Collaborating Practices to participate in discussions for the efficient and effective delivery of the requirements of the ES and the Seasonal Influenza ES. Meetings generally and decision-making Further arrangements relating to meetings of the Collaborating Practices including (but not limited to) ways in which meetings can be held, attendance and quorum requirements, and how decisions are made are set out in Schedule 7. JOINING THE PCN GROUPING A person or organisation may from time to time indicate to one or more Collaborating Practices that it wishes to join our PCN Grouping. Where this occurs, the relevant Collaborating Practice(s) will notify the others and the request shall be discussed by all other Collaborating Practices as soon as practicable, as per the governance arrangements set out within Schedule 7. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, it will be considered and decided whether it is appropriate for that person or organisation to join our PCN Grouping. We acknowledge that a person or organisation seeking to join our PCN Grouping must comply with the process of participation in the ES and the Seasonal Influenza ES, which includes an agreement in writing with the Commissioner in relation to its participation in the ES and the Seasonal Influenza ES. Where a person or organisation joins our PCN Grouping, this Agreement will be updated in accordance with the variation procedure set out in Clause 66 to include reference to that person or organisation as a Collaborating Practice and to reflect any consequential amendments to the Schedules of this Agreement that have been determined. LEAVING THE PCN GROUPING Clauses 54 to 65 below set out the minimum requirements relating to situations where a Collaborating Practice departs or is required to leave our PCN Grouping. Voluntary departure A Collaborating Practice may choose to leave our PCN Grouping by giving no less than 35 days’ notice to the other Collaborating Practices. From the date the Collaborating Practice leaves our PCN Grouping, that Collaborating Practice will also be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any requirements of the ES and the Seasonal Influenza ES. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the consequences of that Collaborating Practice’s departure in relation to our activities under this Agreement, financial arrangements, staffing arrangements and any other PCN Grouping related matters; the actions required of the departing Collaborating Practice; and the actual leaving date. The departing Collaborating Practice agrees to comply with all reasonable actions that are determined to be required of it before the actual leaving date. Such actions may include executing such documents and/or providing such information as required to ensure the delivery of the requirements of the ES and the Seasonal Influenza ES can be continued by the remaining Collaborating Practices. If any actions are not completed prior to the actual leaving date, the departing Collaborating Practice will complete those actions as soon as practicable after that date. With effect from the date the Collaborating Practice leaves our PCN Grouping, we will ensure that this Agreement is updated in accordance with the variation procedure set out in Clause 66 to remove references to the departed Collaborating Practice and to reflect any changes to the Schedules that have been determined, including, without limitation, changes to our activities taking into account any relevant requirements of the ES and the Seasonal Influenza ES. Expulsion A Collaborating Practice may be required to leave our PCN Grouping in certain circumstances. These include committing an act or omission set out in Clause 59 or where an event set out in Clause 7 below occurs. From the date a Collaborating Practice is expelled from or required to leave our PCN Grouping, that Collaborating Practice will be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any relevant requirements of the ES ES. A Collaborating Practice must notify the relevant individual/groups as set out within the governance arrangements within Schedule 7 if that Collaborating Practice or another Collaborating Practice: fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 calendar days after being notified in writing to make such payment; commits a material breach of any term of this Agreement and that breach is either irremediable or (if such breach is remediable) fails to remedy that breach within the period determined and notified in writing; repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; for the purposes of Clause 59(b) material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which one or more Collaborating Practices would otherwise derive from this Agreement. Where a Collaborating Practice has notified the relevant individuals/groups in accordance with Clause 59 and in accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the process to be followed for investigating the matter; if it is determined that the relevant event occurred: the consequences of the event in relation to the PCN Grouping activities, financial arrangements, staffing arrangements and any other PCN Grouping related matters; the actions required of any Collaborating Practice including the Collaborating Practice determined to have committed the event; whether, taking into account the seriousness of the event and any other relevant factors, the Collaborating Practice should be given the opportunity to rectify the matter or whether the relevant Collaborating Practice should be expelled from our PCN Grouping; if it is determined that the Collaborating Practice is to be expelled, any actions required of that Collaborating Practice and the Seasonal Influenza ESexpulsion date.

CONTRACTING OF CLINICAL MATTERS. We have agreed the sub-contracting of clinical matters set out at Schedule 6 which we consider is necessary to deliver the requirements of the ES Polio Arrangements[ and the Seasonal Influenza ESRoutine Arrangements]. Each Party shall, before undertaking such sub-contracted clinical services, assure itself that the proposed sub-contracted services are covered by the indemnity arrangements under the Clinical Negligence Scheme for General PracticePractice and that the sub-contractor is prohibited from sub-contracting the clinical matters. INTELLECTUAL PROPERTY For the purposes of this Agreement, intellectual property means rights in and to inventions, patents, design rights (registered or unregistered), copyrights, rights in confidential information, database rights and any similar or analogous rights that exist anywhere in the world and including any application for any registration of the foregoing. Each of us has our own existing intellectual property and we will retain the ownership of our respective intellectual property rights. If any of us creates any new intellectual property in the course of this Agreement, the Collaborating Practice which creates the intellectual property will own the rights to that intellectual property unless agreed otherwise. We agree that in the interest interests of our PCN Grouping collaboration we will grant to each other a royalty free non-exclusive license to use our existing and newly created intellectual property for the purposes of fulfilment of our obligations under this Agreement. MEETINGS AND DECISION-MAKING Meetings We will arrange and attend meetings as often as is necessary to discuss any issues relating to the ES Polio Arrangements[ and the Seasonal Influenza ES Routine Arrangements] including (but not limited to) performance, strategies and the operating environment relating to the delivery of the requirements of the ES Polio Arrangements[ and the Seasonal Influenza ESRoutine Arrangements]. We will agree an agenda prior to each meeting and ensure papers are circulated to each Collaborating Practice in advance. With the agreement of Collaborating Practices (such agreement not to be unreasonably withheld), partners who are not Collaborating Practices may attend meetings of the Collaborating Practices to participate in discussions for the efficient and effective delivery of the requirements of the ES Polio Arrangements[ and the Seasonal Influenza ESRoutine Arrangements]. Meetings generally and decision-making Further arrangements relating to meetings of the Collaborating Practices including (but not limited to) ways in which meetings can be held, attendance and quorum requirements, and how decisions are made are set out in Schedule 7. JOINING THE PCN GROUPING COLLABORATION A person or organisation may from time to time indicate to one or more Collaborating Practices that it wishes to join our PCN Groupingcollaboration. Where this occurs, the relevant Collaborating Practice(s) will notify the others and the request shall be discussed by all other Collaborating Practices as soon as practicable, as per the governance arrangements set out within Schedule 7. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, it will be considered and decided whether it is appropriate for that person or organisation to join our PCN Groupingcollaboration. We acknowledge that a person or organisation seeking to join our PCN Grouping collaboration must comply with the process of participation in the ES Polio Arrangements[ and the Seasonal Influenza ESRoutine Arrangements], which includes an agreement in writing with the Commissioner in relation to its participation in the ES Polio Arrangements[ and the Seasonal Influenza ESRoutine Arrangements]. Where a person or organisation joins our PCN Groupingcollaboration, this Agreement will be updated in accordance with the variation procedure set out in Clause 66 to include reference to that person or organisation as a Collaborating Practice and to reflect any consequential amendments to the Schedules of this Agreement that have been determined. LEAVING THE PCN GROUPING COLLABORATION Clauses 54 to 65 below set out the minimum requirements relating to situations where a Collaborating Practice departs or is required to leave our PCN Groupingcollaboration. Voluntary departure A Collaborating Practice may choose to leave our PCN Grouping collaboration by giving no less than 35 calendar days’ notice to the other Collaborating Practices. From the date the Collaborating Practice leaves our PCN Groupingcollaboration, that Collaborating Practice will also be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any requirements of the ES Polio Arrangements[ and the Seasonal Influenza ESRoutine Arrangements]. In accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the consequences of that Collaborating Practice’s departure in relation to our activities under this Agreement, financial arrangements, staffing arrangements and any other PCN Grouping collaboration related matters; the actions required of the departing Collaborating Practice; and the actual leaving date. The departing Collaborating Practice agrees to comply with all reasonable actions that are determined to be required of it before the actual leaving date. Such actions may include executing such documents and/or providing such information as required to ensure the delivery of the requirements of the ES Polio Arrangements[ and the Seasonal Influenza ES Routine Arrangements] can be continued by the remaining Collaborating Practices. If any actions are not completed prior to the actual leaving date or come to the attention of the Collaborating Practices after the actual leaving date, the departing Collaborating Practice will complete those actions as soon as practicable after that date. With effect from the date the Collaborating Practice leaves our PCN Groupingcollaboration, we will ensure that this Agreement is updated in accordance with the variation procedure set out in Clause 66 to remove references to the departed Collaborating Practice and to reflect any changes to the Schedules that have been determined, including, without limitation, changes to our activities taking into account any relevant requirements of the ES Polio Arrangements[ and the Seasonal Influenza ESRoutine Arrangements]. Expulsion A Collaborating Practice may be required to leave our PCN Grouping collaboration in certain circumstances. These include committing an act or omission set out in Clause 59 or where an event set out in Clause Schedule 7 below occurs. From the date a Collaborating Practice is expelled from or required to leave our PCN Groupingcollaboration, that Collaborating Practice will be removed from this Agreement and the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out in Schedule 7 and any relevant requirements of the ES Polio Arrangements[ and the Seasonal Influenza ESRoutine Arrangements].

CONTRACTING OF CLINICAL MATTERS. We have agreed the sub-contracting of clinical matters set out at Schedule 6 which we consider is necessary to deliver the requirements of the ES and the Seasonal Influenza ES. Each Party shall, before undertaking such sub-contracted clinical services, assure itself that the proposed sub-contracted services are covered by the indemnity arrangements under the Clinical Negligence Scheme for General Practice. INTELLECTUAL PROPERTY For the purposes of this Agreement, intellectual property means rights in and to inventions, patents, design rights (registered or unregistered), copyrights, rights in confidential information, database rights and any similar or analogous rights that exist anywhere in the world and including any application for any registration of the foregoing. Each of us has our own existing intellectual property and we will retain the ownership of our respective intellectual property rights. If any of us creates any new intellectual property in the course of this Agreement, the Collaborating Practice which creates the intellectual property will own the rights to that intellectual property unless agreed otherwise. We agree that in the interest of our PCN Grouping we will grant to each other a royalty free non-exclusive license to use our existing and newly created intellectual property for the purposes of fulfilment of our obligations under this Agreement. MEETINGS AND DECISION-MAKING Meetings We will arrange and attend meetings as often as is necessary to discuss any issues relating to the ES and the Seasonal Influenza ES including (but not limited to) performance, strategies and the operating environment relating to the delivery of the requirements of the ES and the Seasonal Influenza ES. We will agree an agenda prior to each meeting and ensure papers are circulated to each of Collaborating Practice in advance. With the agreement of Collaborating Practices (such agreement not to be unreasonably withheld), partners who are not Collaborating Practices may attend meetings of the Collaborating Practices to participate in discussions for the efficient and effective delivery of the requirements of the ES and the Seasonal Influenza ES. Meetings generally and decision-making Further arrangements relating to meetings of the Collaborating Practices including (but not limited to) ways in which meetings can be held, attendance and quorum requirements, and how decisions are made are set out detailed in Schedule 7. JOINING THE PCN GROUPING A person or organisation may from time to time indicate to one or more Collaborating Practices that it wishes to join our PCN Grouping. Where this occurs, the relevant Collaborating Practice(s) will notify the others and the request shall be discussed by all other Collaborating Practices as soon as practicable, as per the governance arrangements set out within detailed in Schedule 7. In accordance with the arrangements for meetings and decision-making as set out detailed in Schedule 7, it will be considered and decided whether it is appropriate for that person or organisation to join our PCN Grouping. We acknowledge that a person or organisation seeking to join our PCN Grouping must comply with the process of participation in the ES and the Seasonal Influenza ES, which includes an agreement in writing with the Commissioner in relation to its participation in the ES and the Seasonal Influenza ES. Where a person or organisation joins our PCN Grouping, this Agreement will be updated in accordance with the variation procedure set out in Clause 66 67 to include reference to that person or organisation as a Collaborating Practice and to reflect any consequential amendments to the Schedules of this Agreement that have been determined. LEAVING THE PCN GROUPING Clauses 54 55 to 65 66 below set out the minimum requirements relating to situations where a Collaborating Practice departs or is required to leave our PCN Grouping. Voluntary departure A Collaborating Practice may choose to leave our PCN Grouping by giving no less than 35 days’ notice to the other Collaborating Practices. From the date the Collaborating Practice leaves our PCN Grouping, that Collaborating Practice will also be removed from deemed no longer to be a party to this Agreement and but the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set out detailed in Schedule 7 and any requirements of the ES and the Seasonal Influenza ES. In accordance with the arrangements for meetings and decision-making as set out detailed in Schedule 7, the following matters will be considered or determined (as relevant): the consequences of that Collaborating Practice’s departure in relation to our activities under this Agreement, financial arrangements, staffing arrangements and any other PCN Grouping related matters; the actions required of the departing Collaborating Practice; and the actual leaving date. The departing Collaborating Practice agrees to comply with all reasonable actions that are determined to be required of it before the actual leaving date. Such actions may include executing such documents and/or providing such information as is required to ensure the delivery of the requirements of the ES and the Seasonal Influenza ES can be continued by the remaining Collaborating Practices. If any actions are not completed prior to the actual leaving date, the departing Collaborating Practice will complete those actions as soon as practicable after that date. With effect from the date the Collaborating Practice leaves our PCN Grouping, we will ensure that this Agreement is updated in accordance with the variation procedure set out in Clause 66 67 to remove references to the departed Collaborating Practice and to reflect any changes to the Schedules that have been determined, including, without limitation, changes to our activities taking into account any relevant requirements of the ES and the Seasonal Influenza ES. Expulsion A Collaborating Practice may be required to leave our PCN Grouping in certain circumstances. These include committing an act or omission set out in Clause 59 60 or where an event set out in Clause 7 62 below occurs. From the date a Collaborating Practice is expelled from or required to leave our PCN Grouping, that Collaborating Practice will be removed from deemed no longer to be a party to this Agreement and but the Agreement will continue in force as between the remaining Collaborating Practices unless determined otherwise in accordance with the decision-making arrangements set detailed out in Schedule 7 and any relevant requirements of the ES ES. A Collaborating Practice must notify the other Collaborating Practices if it or another Collaborating Practice: fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 30 calendar days after being notified in writing to make such payment; commits a material breach of any term of this Agreement and that breach is either irremediable or (if such breach is remediable) fails to remedy that breach within a reasonable period; repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; for the purposes of Clause 60(b) material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which one or more Collaborating Practices would otherwise derive from this Agreement. Where a Collaborating Practice has notified the other Collaborating Practices in accordance with Clause 60 then in accordance with the arrangements for meetings and decision-making as set out in Schedule 7, the following matters will be considered or determined (as relevant): the process to be followed for investigating the matter; if it is determined that the relevant event occurred: the consequences of the event in relation to the PCN Grouping activities, financial arrangements, staffing arrangements and any other PCN Grouping related matters; the actions required of any Collaborating Practice including the Collaborating Practice determined to have committed the event; whether, taking into account the seriousness of the event and any other relevant factors, the Collaborating Practice should be given the opportunity to rectify the matter or whether the relevant Collaborating Practice should be expelled from our PCN Grouping; if it is determined that the Collaborating Practice is to be expelled, any actions required of that Collaborating Practice and the Seasonal Influenza ESexpulsion date.