Pro-Forma Agreement for the Provision of Services

Pro-Forma Agreement for the Provision of Services

Strictly Confidential

This Agreement for Services is made on200[ ]

(“the Agreement Date”) between:

(1)The University of Sheffield of Western Bank Sheffield S10 2TN (“the University”); and

(2)[Nameof Practice or Name of self-employed contractor] of [Address] (“the Contractor”).

WHEREAS:

(1)This Agreement sets out the terms of your engagement as an independent self-employed contractor from the Agreement Date.

IT IS AGREED as follows:

1. APPOINTMENT AND STATUS
2. The University appoints the Contractor, and the Contractor agrees to provide the servicesas specified in the Schedule (“the Services”) to the Universityunder the terms and conditions contained in this Agreement.
3. It is acknowledged by the parties that this is an Agreement for Services and that the status of the Contractor is that of an independent self-employed contractor to the University and nothing in this Agreement shall render the Contractor an employee, worker, partner, agent or officer of the University and the Contractor shall not hold himself or herself out as such.
4. Subject to clause 11, the Contractor is free to accept work from any other organisation, whether as an employee or in any other capacity, provided that such work does not affect or prejudice the University’s rights under this Agreement.
5. The Contractor has no authority (and shall not hold himself/ herself out as having authority) to bind the University into any arrangement/contract, unless the University has specifically permitted this in writing.
6. PERFORMANCE OF THE SERVICES

2.1During the appointment the Contractor agrees:

2.1.1S/He will provide the Services for the University,as set out in the Scheduleor as may otherwise be notified by the University upon the terms and conditions contained in this Agreement and during the period specified in the Schedule to this Agreement (“the Period”) subject to the termination of this Agreementin accordance with clause 13. S/He shall comply with any reasonable timescale requested by the University for the completion of any part of the Services.

2.1.2S/Hewill be required to report to the person referred to in the Schedule of this Agreement or the departmentalnominee, in respect of theperformance of the Service.

2.1.3To devote such of his/her time, attention and skill to the business of the University as shall in the opinion of the University be necessary for the proper and timely performance of the service.

2.1.4To carry out the Service in an expert and diligent manner and to provide his/her services to the best of his/herskill/ability.

2.1.5To abide by the standards set out in any relevant legislation affecting or relating to the activities of the Contractor or the University.The Head of Department or nominee will notify the Contractor as to any specific University policies/procedures relevant to undertaking this service

2.1.6S/He must not accept or request any inducement, gift or hospitality that may affect or be seen to affect the performance or outcome of the Services

2.1.7To warrant that he or she is not acting and will not act in breach of any other agreement between himself and any third party by entering into or performing the Services under this Agreement.

2.2*Substitution[*Delete if not appropriate*]

If the Contractor is unable or unwilling at any time to perform the Services, the Contractor, may appoint a suitably qualified substitute to perform the Services on his or her behalf. The Contractor must notify theDepartmental nominee, in advance, if this power to delegate is to be exercised and provide details of the name and appropriate qualifications of the delegate.The substitute will be required to enter into direct undertakings with the University, including with regard to confidentiality. The University will continue to pay the Contractor’s fee as specified in clause 6 below and the Contractor shall be responsible for the remuneration of (and any expenses incurred by) the substitute.

If the Contractor or their substitute is unable or unwilling at any time to perform the Services, the Contractor, must notify the University as soon as possible. The University may then decide to seek an alternative substitute.

3ABSENCES

3.1If the Contractor is unable or unwilling to provide the Services for any reason he or she shall notify the Head of Department specified in the Schedule as soon as reasonably practicable.

3.2The Contractorshall not be entitled to sick pay or paid contractual or statutory annual leave.

4DISCLOSURE AND BARRING SERVICE ("DBS")

4.1Prior clearance from the DBS may be required depending on the type of work the Contractor is engaged to perform. If so, this will be applied for on your behalf.

5PLACE OF WORK

5.1During the period of the Agreement the Contractor shall provide the Services at the times and places agreed with the Head of Department specified in the Schedule to this Agreement.

5.2The Contractor shall be provided with such office facilities, including access to support staff, as is deemed necessary and available by the Head of Department, to enable the Contractor to effectively perform the Services.

6FEE FOR SERVICES

6.1In consideration of the Services rendered by the Contractorand subject to clause 6.2 below, the University shall pay to the Contractor a fee (the “Fee”) at the rate of and in the manner specified in the Schedule to this Agreement.

6.2The Contractor shall submit [*monthly to the University an invoice on or as soon as reasonably possible after, the last day of each month detailing the Services provided within that month] [*an invoice for a lump sum payment payable at the end of the assignment detailing the Services provided during the contracted period] [Delete as appropriate] and the fees due in respect thereof. The invoice shall show any value added tax separately.

6.3The University may deduct from any sums payable to the Contractor any sums that the Contractor owes to the University.

6.4If notice of termination is given under clause 13 and the University does not require the Contractor to provide the Services during the notice period the Fee shall cease to accrue on the date upon which notice of termination was given.

6.5Upontermination of this Agreement under clause 13,the Contractor shall be entitled to receive payment of the Fee accrued only to the end of the day on which termination occurs.

6.6The Contractor shall be responsible for all day to day expenses incurred in the performance of the Services.

6.7If the Contractor or their substitute (if applicable) is unable to provide the Services for any reason the Contractor shall not be entitled to receive any Fee in respect of that period of unavailability, and the Fee payable shall be adjusted accordingly.

7TAXATION

7.1This Agreement constitutes an Agreement for Services. The Contractor being self-employed will be exclusively responsible for any liability in respect of the payment of national insurance or similar contributions and for the discharge of any income tax liability and Value Added Tax or equivalent and other statutory charges which may from time to time be payable in respect of the Fee or the provision of the Services.

7.2The Contractor shall indemnify and keep indemnified the University for and in respect of any claims, charges or liability for:

7.2.1Any PAYE, income tax, employee National Insurance or similar contributions or any taxation whatsoever (including costs, interest, penalties and expenses), Value Added Tax or equivalent or other statutory charges arising from or in relation to the Services or the receipt of the Feeor,

7.2.2The Contractor or any substitute provided by the Contractor being found to be a worker or employee of the University or otherwise, or,

7.2.3For any loss, damages, costs, claims, legal expenses (on an indemnity basis), liabilities and expenses of any nature incurred or sustained by the University arising out of any employment related claim brought against the University.

7.3The University may satisfy such indemnity (in whole or in part) by way of deduction from any payment due to the Contractor.

7.4In the event that HM Revenue and Customs determine that any amount of Value Added Tax is or has been charged incorrectly by the Contractor under or in connection with this Agreement, the Contractor will immediately repay to the University such amounts of VAT and provide to the University a valid credit note in respect of such amounts of VAT.

8INDEMNITY

The University shall not be liable for any of the acts or omissions of the Contractor or any substitute whilst engaged in the Services. The Contractor agrees to indemnify and keep indemnified the University against all and any loss, damages, claims, expenses, liability or costs (including reasonable legal costs on an indemnity basis) of any nature incurred or sustained by the University arising out of or in connection with the performance (or non-performance) of the Services by the Contractor or any substitute including , but not limited to: any act, neglect, or default of the Contractor or person authorised by the Contractor to act on his or her behalf;and/or any breach of this Agreement by the Contractor or person authorised by the Contractor to act on his or her behalf resulting in any successful claim by any third party, including without limitation any claim that relates to the infringement of a third party's intellectual property rights resulting from the supply of material by the Contractor to the University under this Agreement.

9INSURANCE

The Contractor shall obtain and maintain in force throughout the duration of this Agreement, at his or her own cost, insurance cover with a reputable insurer or insurers acceptable to the University to cover the Contractor's liability in respect of any act or default for which he or she may become liable to indemnify the University under the terms of this Agreement. [The [minimum/total] cover [per claim] of that policy will be [£ ] To be completed by department in consultation in the Insurance Office if appropriate]. The Contractor shall produce for the inspection of the University on demand such certificates and policies of insurance as the University may reasonably require as evidence of such cover and shall, if requested and appropriate, procure that the interest of the University is noted on any policy in relation to the risks so covered.

10UNIVERSITY PROPERTY AND CONFIDENTIALITY

10.1The Contractor acknowledges that all correspondence, records, drawings, documents, products or work products developed by the Contractor in the course of his or her provision of the Services and other materials owned by the University or used by it in connection with the conduct of its role shall at all times remain the sole property of the University [Optional:include specific details if required].

10.2In carrying out the Services the Contractor also acknowledges that he or she will receive information, which is confidential or sensitive in nature.

10.3The Contractor must not disclose any Confidential Information or secrets relating to the University or in respect of which the University owes an obligation of confidentiality to any third party during the continuance of this Agreement or after its termination except as required by law. The expression “Confidential Information” shall include but is not limited to all documents and other information relating to the University’s business and services such as the University’s personnel records, accounting information and details relating to its financial arrangements; and the University’s computer software, research projects, inventions and designs; students’ personal information. [* This includes without limiting the generality of the above [*OPTIONAL:insert reference to any particularly sensitive categories/types of property]]

10.4The Contractor must not remove any documents, computer discs or tapes containing Confidential Information from the University’s premises at any time without proper advanced written authorisation. All such documents, discs, tapes and any copies are the University’s property.

10.5The Contractor is required upon request by the Human Resources Department or the Head of Department, or on termination of this Agreement for whatever reason, to immediately return to the University all Confidential Information and any other property or material, plus any copies, whatsoever belonging to the University in his or her possession, custody or control whether incorporating Confidential Information or otherwise. [*Optional:This includes without limiting the generality of the above [insert reference to any particularly sensitive categories/types of property]]

10.6If so requested the Contractor agrees to sign a statement confirming that he or she has complied with this requirement.

10.7The express duties of fidelity and confidentiality identified in this clause 10are deemed to be in addition to any duties implied by law, but shall not apply to information disclosed pursuant to any order of any court of competent jurisdiction, or information which, except through the Contractor’s unauthorised disclosure, is in the public domain. If the Contractor is required to make any disclosure of confidential information by law, the Contractor must co-operate with the University regarding the manner of such disclosure and any legal action that the University may take to challenge the lawfulness of any such requirement.

10.8The Contractor agrees to keep all information that he or she receives as a result of this Agreement safely and effectively protected against improper disclosure. The Contractor also agrees to do his or her best to prevent unauthorised disclosure or use of Confidential Information by third parties.

10.9Unless the University or a duly authorised person acting on its behalf gives the Contractor prior written consent, the Contractor must not make any public or press statement relating to the Services.

10.10The provisions of this Clause shall survive the determination of this Agreement howsoever caused.

11OTHER ACTIVITIES

The Contractor shall not during the duration of this Agreement, without the prior written consent of the University either personally, or by an agent, employee, substitute or otherwise either on his own account or for any other person, firm or the University, provide services to or deal with any person, firm or organisation if to do so would involve the Contractor in any conflict of interest with the University and must notify the University of any actual or potential conflict of interest as soon as possible.

12INTELLECTUAL PROPERTY

12.1Any intellectual property (including without limitation, copyright, trade marks, patents and design rights (including applications therefore), trade secrets and rights of confidence created, devised, developed or discovered by the Contractor during the provision of the Services, either alone or with any other person ("University IPR") shall promptly be disclosed to the University on its creation, devising, development or discovery. The Contractor hereby assigns all right, title and interest in any University IPR (including without limitation, the right to apply for the same) to the University, to the fullest extent permissible by law. Where University IPR does not come into the possession of the University automatically by operation of law or under this Agreement, the Contractor holds legal title in such University IPR on trust for the University until such time as it assigned to the University by the Contractor taking any action required by the University, at the University's cost, to perfect the assignment.

12.2The Contractor warrants to the University that:

12.2.5s/he has not given and will not give permission to any third party to use any of the University IPR, nor any of the intellectual property in the University IPR;

12.2.6s/he is unaware of any use by any third party of any of the University IPR or the intellectual property in the University IPR; and

12.2.7the use of the University IPR or the intellectual property in the University IPR by the University will not infringe the rights of any third party.

12.3The Contractor waives any moral rights in the University IPR to which he is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988 or any similar provisions of law in any jurisdiction, including (but without limitation) the right to be identified, the right of integrity and the right against false attribution, and agrees not to institute, support, maintain or permit any action or claim to the effect that any treatment, exploitation or use of such University IPR or other materials, infringes the Contractor's moral rights.

13TERMINATION

13.1*[Subject to the other provisions contained in this Agreement this Agreement will terminate on the last day of the Period defined in the Schedule without the need for noticeunless previously terminated by either party giving the othernot less than [Departmentto insert appropriate period but no more than 1 months]weeks/months’ written notice .] *[Subject to other provisions contained in this Agreement this Agreement may be terminated by giving not less than [Departmentto insert appropriate period but no more than 1 months] weeks/months’ written noticefrom either side.][*Delete as appropriate]

13.2[*Delete as appropriate] *Day Events - Where pre-enrolment is required, if the Department decides that the module is not viable the Contractor will be notified of its cancellation at least one week [amend as appropriate] before the event is due to take place.

* Course Viability – Where classes are cancelled due to low student numbers after the first week of teaching the Contractor will be paid up to and including this first week. Details of minimum class numbers will be provided by the Head of Department or nominee. If attendance falls below five (credit) or eight (non-credit)on two successive weeks, [amend as appropriate] you must notify the Head of Department or Departmental nominee. The Department may decide it is necessary to cancel the course or provide the Contractor with authorisation to continue on reduce numbers. Failure to gain such authorisation could prejudice payment of the fee.

13.3In addition the University shall have the right to terminate this contract immediately without notice and without any payment in lieu of notice in the event that the Contractor or his/her appointed substitute:

13.3.5Is unable properly to provide the Services by reason of ill health, accident or otherwise for an extended period or periods [Optional: Department can define duration of these period(s)] during the term of the provision of the Services under this Agreement;

13.3.6Commitsany serious or repeated breach or non-observance of any of the provisions of this Agreement or refuses or neglects to comply with any reasonable and lawful directions of the University;

13.3.7Becomes bankrupt;

13.3.8Is convicted of any criminal offence that the University deems to be of relevance in relation to the activity the Contractor has been contracted to provide;