Common use of IT IS AGREED AS FOLLOWS Clause in Contracts

IT IS AGREED AS FOLLOWS. Appointment and Term Company hereby engages Contractor to carry out the Services and Contractor hereby agrees to provide the Services on the following conditions. This Agreement shall be in substitution for any terms previously in force between the Parties. Contractor's appointment shall commence from and (subject to the powers of termination hereinafter contained) continue to the respective dates set out in Schedule B to this Agreement. These dates are agreed on the basis that, normal circumstances prevailing, the Services shall have been completed to the satisfaction of the Company. Subject to clause 1.4 (b), Contractor will perform the Services personally, or will assign the Services to the person or persons named in Schedule A If for any reason the person or persons named in Schedule A is no longer available, Contractor will replace him/her immediately by another person or persons of equal competence. It is agreed that, for the purposes of carrying out the Services under this Agreement, Contractor is an independent contractor who shall not hold itself out as or purport to be an employee of Company. Nothing in this Agreement shall be deemed to imply that the relationship between Company and Contractor under this Agreement is that of master and servant, principal and agent or employer and employee. If either party shall be prevented from carrying out its obligations under this Agreement due to causes beyond its reasonable control including, without prejudice to the generality of the foregoing, strikes, lock-outs, labour disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, then: subject to 1.7 (b) and (c), that party’s obligations under the Agreement shall be suspended during the period and to the extent that that party is prevented or hindered from performing its obligations under the Agreement; the party concerned shall give notice of suspension as soon as reasonably possible to the other party stating the date and extent of the suspension and its cause. The omission to give such notice shall forfeit the rights of that party to claim suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party;

IT IS AGREED AS FOLLOWS. Appointment The Client will pay the Consultant the amount due and Term Company hereby engages Contractor to carry out his duties in accordance with the conditions of contract identified in the Contract Data and the Contract Schedules. The Consultant will Provide the Service in accordance with the conditions of contract identified in the Contract Data and the Contract Schedules. This contract incorporates the conditions of contract in the form of the NEC4 Professional Services Contract June 2017 Edition incorporating amendments January 2019 and Contractor hereby agrees to provide the Services on October 2020 and incorporating the following conditionsOptions: [Insert selected main option to be selected on a project specific basis] [W1] [W2]; Option [insert selected X Options to be selected on a project specific basis] and Option [Y(UK)1][Y(UK)2][Y(UK)3] which together with the additional conditions of contract specified in Option Z, and the amendments specified in Option Z, form this contract together with the documents referred to in it. References in the NEC4 Professional Services Contract June 2017 Edition incorporating amendments January 2019 and October 2020 to "the contract" are references to this contract. This Agreement shall be in substitution for any terms previously in force contract [and the Framework Agreement] is the entire agreement between the Parties. Contractor's appointment shall commence from and (subject parties in relation to the powers of termination hereinafter containedservice and supersedes and extinguishes all prior arrangements, understandings, agreements, statements, representations or warranties (whether written or oral) continue to the respective dates relating thereto. Neither party has been given, nor entered into this contract in reliance on any arrangements, understandings, agreements, statements, representations or warranties other than those expressly set out in Schedule B to this Agreement. These dates are agreed on the basis that, normal circumstances prevailing, the Services shall have been completed to the satisfaction of the Company. Subject to clause 1.4 (b), Contractor will perform the Services personally, or will assign the Services to the person or persons named in Schedule A If for any reason the person or persons named in Schedule A is no longer available, Contractor will replace him/her immediately by another person or persons of equal competence. It is agreed that, for the purposes of carrying out the Services under this Agreement, Contractor is an independent contractor who shall not hold itself out as or purport to be an employee of Companyagreement. Nothing in clauses 4 or 5 shall exclude liability in respect of misrepresentations made fraudulently. [Execution note Appropriate execution provisions will need to be inserted here depending upon whether the Call Off Contract is to be executed as a deed (meaning the contract will have a limitation period of 12 years) or a simple contract under hand (meaning that the contract will have a limitation period of only 6 years) and how each entity intends to effect the execution. Example execution clauses are set out below and customer guidance concerning the options can be obtained from Crown Commercial Service. Contracting Authorities will need to check with the relevant company as to which option is required.] [General note Access to the NEC suite of contracts, including guidance and membership details can be found via the NEC Website: xxxxx://xxx.xxxxxxxxxxx.xxx/ Additionally, Crown Commercial Service has worked together with NEC to provide discounted access to the suite of contracts . Further information can be found on the Project Management and Full Design Team Services Framework Agreement Webpage: xxxx://xxx-xxxxxxxxxx.xxxxxxxxxxxxx.xxx.xx/project-management-and-full-design-team-services-rm3741 Contracting Authorities are able to select the most appropriate W, X, Y and Z clauses and include additional Z clauses that meet their requirement.] Example execution clauses: (Note: the following signature blocks need to be adapted to reflect the specific requirements of the relevant parties who are executing the Call Off Contract as a Deed. The following is an example only) Executed under hand [Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF COMPANY] ............................... [SIGNATURE OF DIRECTOR] Director OR Executed as a deed EXECUTED AS A DEED by the parties on the date which first appears in this Deed. EXECUTED (but not delivered until the date hereof) AS A DEED by [ ] acting by: - Director _________________________ Director/Secretary_________________________ OR EXECUTED AS A DEED by the parties on the date which first appears in this Deed. EXECUTED (but not delivered until the date hereof) AS A DEED by [ ] acting by:- Authorised Signatory_________________________ Authorised Signatory_________________________ OR EXECUTED AS A DEED by the parties on the date which first appears in this Deed. Executed as a deed by affixing the common seal of [ ] [COMMON SEAL] in the presence of: ................................................. [SIGNATURE OF DIRECTOR / SIGNATURE OF AUTHORISED SIGNATORY] Director .................................................. [SIGNATURE OF DIRECTOR/SECRETARY] [Director OR Secretary] OR EXECUTED AS A DEED by the parties on the date which first appears in this Deed. Executed as a deed by [ ] acting by [NAME OF DIRECTOR], a director, in the presence of: ………………………… [SIGNATURE OF DIRECTOR] Director ............................. [SIGNATURE OF WITNESS] [NAME OF WITNESS [IN BLOCK CAPITALS]] [ADDRESS OF WITNESS] [OCCUPATION OF WITNESS] Professional Services Contract Contract Data Part one – Data provided by the Client 1 General The conditions of contract are the core clauses and the clauses for the following main option, the option for resolving and avoiding disputes and the and secondary Options of the NEC4 Professional Services Contract June 2017 incorporating amendments January 2019 and October 2020. Main Option [A, C, E] Option for resolving and avoiding disputes [W1 or W2] Secondary Options [X1, X2, X3, X4, X5, X6, X7, X8, X9, X10, X11, X12, X13, X18, X20, Y(UK)1, Y(UK)2, Y(UK)3] and Z. The service is [ ] The Client is [ insert name of contracting authority ] Address for communications [ ] Address for electronic communications [ ] The Service Manager is [ ] Address for communications [ ] Address for electronic communications [ ] The Scope is in [ ][schedule [ ] of the Framework Agreement….]. The language of the contract is English. The law of the contract is the law of [England and Wales],[Scotland] or [Northern Ireland] [and the Courts of the country selected above, shall have exclusive jurisdiction with regard to any dispute in connection with this Agreement and the Parties irrevocably agree to submit to the jurisdiction of those courts]. [Where legislation is expressly mentioned in this Call Off Contract the legislation of the country selected here, shall be have the effect of substituting the equivalent country’s legislation] [If Option Y(UK)2 is said to apply then notwithstanding that this contract relates to the carrying out of construction operations other than in England or Wales or Scotland, the Act is deemed to imply apply to this contract.] [Guidance: for works carried out in Northern Ireland] The period for reply is [two weeks] except that The period for reply for [ ] is [ ] The period for reply for [ ] is [ ] [If periods other than 2 weeks are required for certain communications, identify them here] The period for retention is [6/12] years following Completion or earlier termination. (If the relationship between Company and Contractor under this Agreement Call Off Contract is that of master and servantexecuted as a deed, principal and agent or employer and employeethen select 12 years. If either party shall the Call Off Contract is signed as a simple contract then select 6 years) The following matters will be prevented from carrying out its obligations under this Agreement due included in the Early Warning Register [….]. Early warning meetings are held at intervals no longer than [ ] 2 The Consultant’s main responsibilities If the Client has identified work which is set to causes beyond its reasonable control including, without prejudice meet a stated condition by a key date The key dates and conditions to the generality be met are condition to be met key date [….] [….] [….] [….] [….] [….] If Option A is used The Consultant prepares forecasts of the foregoing, strikes, lock-outs, labour disputes, act of God, war, riot, civil commotion, malicious damage, compliance with any law total expenses at intervals no longer than [….] weeks If Option C or government order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm, thenE is used: subject to 1.7 (b) and (c), that party’s obligations under the Agreement shall be suspended during the period and to the extent that that party is prevented or hindered from performing its obligations under the Agreement; the party concerned shall give notice of suspension as soon as reasonably possible to the other party stating the date and extent The Consultant prepares forecasts of the suspension total Defined Cost plus Fee and its cause. The omission to give such notice shall forfeit the rights of that party to claim suspension. Any party whose obligations have been suspended as aforesaid shall resume the performance of those obligations as soon as reasonably possible after the removal of the cause and shall so notify the other party;expenses at intervals no longer than [….] weeks