<Uploaded by> Richard Rose
<e-mail address> richard@rose-associates.demon.co.uk) 
<author> my solictor <g> 
<Type> Freeware??
<Description> A commissioned Software contract
<Details> A commisioned Software contract which can be used for guidance, or where English Law applies to use.

Either way, its just to prevent or help Clarioneers from getting burnt fingers.  It covers software license duration so you can limit the amount of time someone gets to use it before buying another license, it covers late payements and the additional charges you can impose. It think in general covers near enough every angle, but if you spot something that has been missed drop me a line, becuase chances are I would/will probably want to include it. 

Good Luck.

Index to Clauses
1	Definitions		
2	Supplier’s undertaking
3	Preparation and approval of the detailed specification
4	Writing of the programs and program documentation
5	Delivery and installation
6	Testing and acceptance
7	Charges
8	Supervision of the contract works
9	Staff
10	Computer and other facilities
11	Variations
12	Late completion
13	Intellectual property rights
14	Warranty
15	Limitation of liability
16	Confidentiality and non-competition
17	Intellectual property rights indemnity
18	Training
19	Termination
20	Force majeure
21	Waiver
22	Notices
23	Invalidity and severability
24	Entire agreement
25	Successors
26	Assignment
27	Headings
28	Sub-contracting
29	Disputes
30	VAT
31	Law
Schedule 1	Completion Date, Equipment, Site, Staff
Schedule 2	Timetable
Schedule 3	Customer Requirement
Schedule 4	Charges
Schedule 5	Use of equipment and facilities
Schedule 6	Information to be included in Detailed Specification
Schedule 7	Program Documentation

COMMISSIONED SOFTWARE AGREEMENT

Date:                        19

Parties:

1	‘The Supplier’: Intelligent Silicon of Chaffinches House, Half Acres, Bishop’s Stortford, Hertfordshire CM23 2QP.

2	‘The Customer’: 
	(registered number       					) 
	whose registered office is at 

									.

Recital:

The Supplier has agreed to design and write certain software programs to meet the Customer’s requirements and to provide certain services upon the terms and conditions of this agreement.

Operative provisions:

1	Definitions

1.1	In this agreement unless the context otherwise requires:

	‘ACCEPTANCE DATE’ means the date that the Customer accepts (or is deemed to accept) the Programs in accordance with clause 6 below

	‘ACCEPTANCE TESTS’ ‘FIRST REPEAT ACCEPTANCE TESTS’ AND ‘SECOND REPEAT ACCEPTANCE TESTS’ means the acceptance tests to be implemented by the Customer in accordance with clause 6 below

	‘ACTUAL DELIVERY DATE’ means the actual date that the Programs and Program Documentation are delivered and installed by the Supplier in accordance with clause 5 below

	‘CHARGES’ means the charges to be levied by the Supplier in respect of the Contract Works in accordance with clause 7 below

	‘COMPLETION DATE’ means the date specified in Schedule 1 (as the same may be revised in accordance with this agreement) by which Completion of the Contract Works is to be achieved

	‘COMPLETION OF THE CONTRACT WORKS’ means the passing by the Programs of the Acceptance Tests the First Repeat Acceptance Tests or the Second Repeat Acceptance Tests (as the case may be)

	‘CONTRACT WORKS’ means the works to be undertaken by the Supplier pursuant to this agreement

	‘CUSTOMER REQUIREMENT’ means the written statement prepared by or on behalf of the Customer and set out in Schedule 3 indicating the business or other application(s) to be computerised and the functional and performance criteria that the Programs must meet

	‘DETAILED SPECIFICATION’ means the written specification of the Programs containing, inter alia, the information set out in Schedule 6 to be prepared by the Supplier in accordance with clause 3 below and as the same may be altered from time to time pursuant to clause 11.6 below

	‘EQUIPMENT’ means the Customer’s computer system located at the Site comprising the hardware and software identified in Schedule 1

	‘PHASES’ means the numbered stages for the implementation of the Contract Works described in the Timetable

	‘PROGRAMS’ means the software programs to be designed and written by the Supplier pursuant to this agreement

	‘PROGRAM DOCUMENTATION’ means the instruction manuals user guides and other documentation in respect of the Programs identified in Schedule 7 hereto and as the same may be altered from time to time pursuant to clause 11.6 below

	‘REPRESENTATIVE’ means either of the representatives to be nominated respectively by the Supplier and the Customer in accordance with clause 8 below

	‘SERVICES’ means the provision by the Supplier of services in respect of delivery and installation in accordance with clause 5 below

	‘SITE’ means the address for the delivery and installation of the Programs and Program Documentation specified by the Customer and set out in Schedule 1

		‘STAFF’ means the persons identified in Schedule 1 hereto including any replacements made by the Supplier pursuant to clause 9 below

		‘TIMETABLE’ means the timetable specifying the dates for the completion of each of the Phases of the Contract Works set out in Schedule 2 as the same may be altered from time to time pursuant to either clause 3.7 or 11 below

	‘YEAR 2000 CONFORMITY’ shall have the meaning set out in the document published by the part of the British Standards Institution called DISC entitled ‘A Definition of Year 2000 Conformity Requirements’ and which has the reference PD2000-1. In construing the meaning of this definition regard shall be had to the Amplification of the Definition and Rules set out in the same document

2	Supplier’s undertaking

2.1	In consideration of the payment by the Customer of the Charges to be levied by the Supplier in accordance with clause 7 below and subject to the terms and conditions of this agreement the Supplier hereby undertakes:

2.1.1	to design and write the Programs for use with the Equipment;

2.1.2	to design and write the Program Documentation for use in association with the Programs;

2.1.3	to provide the Services; and

2.1.4	to achieve Completion of the Contract Works by the Completion Date.

 3	Preparation and approval of the detailed specification

3.1	Forthwith upon execution of this agreement the Supplier shall commence in collaboration with the Customer the preparation of the Detailed Specification on the basis of the Customer Requirement and the Customer shall provide to the Supplier all information and other documents reasonably requested by the Supplier for this purpose.

3.2	The Supplier shall use all reasonable endeavours to complete the preparation of the Detailed Specification by the date set out opposite Phase 1 in the Timetable or as soon thereafter as is possible.

3.3	Forthwith upon completion of the Detailed Specification the Supplier shall submit the same for approval by the Customer.

3.4	The Customer shall within 30 days of receipt of the Detailed Specification by notice served upon the Supplier either approve the same or respond to the Supplier with such comments and/or requests for amendment as it shall reasonably judge appropriate. If the Customer fails to approve the Detailed Specification or respond with comments and/or requests for amendment within the said period it shall be deemed to have approved the Detailed Specification.

3.5	The Supplier shall take account of all reasonable comments and/or requests for amendment received from the Customer pursuant to clause 3.4 above and shall incorporate the same in a revised version of the Detailed Specification to be prepared and delivered to the Customer as soon as is reasonably possible.

3.6	The process described in clauses 3.4 and 3.5 above shall be repeated until such time as the Customer shall have approved (or shall be deemed to have approved) the Detailed Specification.

3.7	If the Customer requires an amendment to the Detailed Specification to take account of any application function or performance criteria not specified in the Customer Requirement then the Supplier shall be entitled to make such revision to the Timetable and the Completion Date as it shall in the circumstances reasonably judge necessary and to levy additional Charges in accordance with clause 7.2.

3.8	The Supplier and the Customer agree to use all reasonable endeavours to complete the process of approval of the Detailed Specification by the date set out opposite Phase 2 in the Timetable or as soon thereafter as is possible.

4	Writing of the programs and program documentation

4.1	Forthwith upon the approval (deemed or express) by the Customer of the Detailed Specification pursuant to Clause 3 the Supplier shall commence the writing of the Programs and the Program Documentation upon the basis of and in compliance with the Detailed Specification.

4.2	The Supplier shall use all reasonable endeavours to complete the said writing by the date set out opposite Phase 3 in the Timetable or as soon thereafter as is possible.

5	Delivery and installation

5.1	The Supplier shall use all reasonable endeavours to deliver the Programs and Program Documentation to the Site and install the Programs on the Equipment by the date set out opposite Phase 4 in the Timetable or as soon thereafter as is possible.

6	Testing and acceptance

6.1	On or before the date set opposite Phase 4 in the Timetable the Customer shall submit to the Supplier:

6.1.1	test data suitable to assess whether the Programs operate in accordance with the Detailed Specification and achieve Year 2000 Conformity; and

6.1.2	the results it expects to obtain from the operation of the Programs on such test data.

6.2	The Supplier shall by notice upon the Customer within ________ days of receipt of the test data and results either approve or reject the same. The Supplier shall only be entitled to reject the test data and/or expected results upon the basis that (and by detailing the manner in which) either or both of them require the Programs to operate in a manner not provided for by the Detailed Specification. The Supplier shall be deemed to have approved the test data and expected results if it neither approves nor rejects them within the said ________ days.

6.3	The Customer shall forthwith upon receipt of a rejection by the Supplier pursuant to clause 6.2 above make all such alterations to its test data and/or expected results as shall in the circumstances be necessary and shall resubmit the same for approval by the Supplier. The provisions of clause 6.2 above and this clause shall apply mutatis mutandis until such time as the Supplier shall approve (or be deemed to approve) the test data and expected results.

6.4	The Customer shall implement the Acceptance Tests within ________ days of the approval (deemed or express) by the Supplier of the test data and expected results pursuant to clause 6.2 above. If the Customer shall fail so to do then upon the expiry of such period the Programs shall be deemed to have passed the Acceptance Tests.

6.5	The Customer shall give the Supplier not less than ________ days notice of the date and time at which it will implement the Acceptance Tests at the Site. The Representative of the Supplier and the Staff shall be entitled to attend such tests.

6.6	The Customer shall accept (and in default shall be deemed to accept) the Programs upon the date that they pass (or pursuant to clause 6.4 above are deemed to have passed) the Acceptance Tests.

6.7	If the Programs fail the Acceptance Tests then the Supplier shall forthwith implement free of charge such alterations or modifications to the Programs and the Program Documentation as it shall in the circumstances reasonably judge necessary and in sufficient time to make possible the repetition of the Acceptance Tests by the Customer in the presence of the Supplier’s Representative and Staff within ________ days of the date of failure (the ‘First Repeat Acceptance Tests’). The Supplier shall not be entitled to charge the Customer for the cost of attendance (by its Representative and Staff) at the First Repeat Acceptance Tests.

6.8	If the Programs fail the First Repeat Acceptance Tests then the Customer may at its option:

6.8.1	require the Supplier by written notice to forthwith implement such further alterations or modifications to the Programs and Program Documentation free of charge as the Supplier shall reasonably judge necessary to enable the Programs to pass repeat Acceptance Tests (the ‘Second Repeat Acceptance Tests’). The Second Repeat Acceptance Tests shall be carried out by the Customer in the presence of the Supplier’s Representative and Staff. The Supplier shall not be entitled to charge the Customer for the cost of attendance (by its Representative and Staff) at the Second Repeat Acceptance Tests. If the Supplier shall not have completed such alterations or modifications to the Programs by the ________ th day after the First Repeat Acceptance Tests or if the Programs shall fail the Second Repeat Acceptance Tests then the Customer shall be entitled to proceed at its option under either 6.8.2 or 6.8.3 below; or

6.8.2	accept the Programs subject to such refund of the Charges levied by the Supplier in respect of the Contract Works pursuant to clause 7 below as the Supplier and the Customer shall agree. If the parties fail to agree such refund within ________ days of failure of the First Repeat Acceptance Tests or Second Repeat Acceptance Tests pursuant to Clause 6.8.1 then the Customer at its option shall be entitled either to refer the matter for settlement in accordance with the disputes procedure set out in clause 29 below or to proceed under clause 6.8.3 below; or

6.8.3	reject the Programs and without prejudice to any other rights or remedies to which the Customer may be entitled to hereunder or at law terminate this agreement.

6.9	The Supplier (through its Representatives or its Staff) shall provide the Customer with all such assistance and advice as it shall from time to time reasonably require in the process of testing the Programs pursuant to this clause 6.

7	Charges

7.1	The Supplier shall levy and the Customer shall pay Charges in respect of the Contract Works as detailed in Part I of Schedule 4.

7.2	The Supplier shall be entitled to levy additional Charges pursuant to any amendment or request made under the provisions of clauses 3.7 or 11 and such additional Charges shall be calculated in accordance with Part II of Schedule 4. 

7.3	The Supplier shall be entitled upon not less than ________ days notice to the Customer and not more than once in every 12 months during the currency of this agreement to increase the rates specified in Part II of Schedule 4.

7.4	The Charges shall be exclusive of the reasonable travel accommodation and subsistence expenses incurred by the Supplier’s Representative and Staff in attending at the Site for the performance of the Contract Works which expenses shall be invoiced separately by the Supplier and which shall be paid by the Customer within 30 days of receipt of an invoice therefor. 

7.5	The Supplier reserves the right to charge the Customer interest in respect of the late payment of any sums due under this agreement (as well after as before judgment) at the rate of 5% per cent above the base rate from time to time of National Westminster Bank plc from the due date therefor until payment.

8	Supervision of the contract works

8.1	With effect from the date hereof the Supplier and the Customer shall each nominate a Representative who shall be authorised to make decisions relating to the Contract Works who shall be responsible for:

8.1.1	organising monthly meetings at which they shall review the progress of the Contract Works; and

8.1.2	providing (subject to the provisions in respect of confidentiality set out in clause 16 below) all information and documentation reasonably required by the Supplier or the Customer (as the case may be) for the performance of its duties hereunder.

8.2	Each party shall inform the other of any change in the identity of its Representative during the course of this agreement.

8.3	The Supplier’s Representative shall prepare a progress report on a monthly basis of the Contract Works and shall deliver a copy to the Customer’s Representative prior to the meetings referred to in clause 8.1.1.

9	Staff

9.1	The Contract Works shall be performed by the Staff who shall be identified in Schedule 1 hereto. All Staff shall possess suitable data processing skills and experience for the performance of the Contract Works.

9.2	The Supplier undertakes to use all reasonable endeavours to avoid replacing all or any of the Staff during the currency of this agreement. Any replacement Staff shall be subject to the prior approval of the Customer (such approval not to be unreasonably withheld or delayed) unless such change is necessary for reasons beyond its control.

10	Computer and other facilities

10.1	The Customer shall make available to the Supplier’s Staff free of charge such use of the Equipment at the Site as shall be specified in Part I of Schedule 5. The Customer shall in addition make available to the Supplier’s Staff free of charge use of such other computing and office facilities at the Site as shall be specified in Part II of Schedule 5.

10.2	The Customer shall notify the Supplier of all security and other office procedures implemented at the Site and the Supplier shall ensure that its Staff comply with all such security and office procedures at all times during the Contract Works.

11	Variations

11.1	The Customer shall be entitled at any time up to ________ months/weeks prior to the Actual Delivery Date to request in writing the Supplier to modify the design of the Programs.

11.2	The Customer shall provide the Supplier with full particulars of any requested modification and such further information as the Supplier shall reasonably require.

11.3	Within ________ days of receipt of a request pursuant to clause 11.1 above the Supplier shall inform the Customer in writing whether such modification is technically feasible and shall inform the Customer of the alterations to the Timetable and the Completion Date that it shall reasonably judge necessary to make as a result of such request.

11.4	If the Customer elects to proceed with the modification within ________ days of receipt of the proposed alterations to the Timetable and Completion Date then the Timetable and Completion Date shall be amended in the manner indicated by the Supplier pursuant to clause 11.3 above.

11.5	Irrespective of whether the Customer elects to proceed with the modification or not the Supplier shall be entitled to levy additional Charges in respect of the request in accordance with clause 7.2 and where consideration of the request has caused a delay in the implementation of the Contract Works the Supplier shall be entitled to make such extension to the Timetable and Completion Date as it shall reasonably judge necessary.

11.6	If the Supplier modifies the whole or any part of the Programs in accordance with this clause it shall make all appropriate related modifications to respectively the Detailed Specification and the Program Documentation.

12	Late completion

12.1	For the avoidance of doubt time shall not be of the essence and the Supplier shall incur no liability to the Customer in respect of any failure to complete any of the Phases of the Contract Works by the date specified therefor in the Timetable.

12.2	Without prejudice to the provisions of clause 12.1 above if the Supplier shall fail to achieve Completion of the Contract Works by the Completion Date (in breach of the undertaking in clause 2.1.4 above) then save where such failure results from the default by the Customer of its obligations under this agreement the Supplier shall pay to the Customer by way of liquidated damages the sum of £________ per day commencing on the day after the Completion Date and expiring on the Acceptance Date subject to a maximum of £________. Such payment shall be without prejudice to the Supplier’s obligation to complete the Contract Works as soon after the Completion Date as shall be reasonably possible.

12.3	If the Supplier shall fail to achieve Completion of the Contract Works by the ________ th day after the Completion Date then the Customer (save where such failure results from the default by the Customer of its obligations under this agreement) shall be entitled without prejudice to any other rights or remedies it may have hereunder or at law to terminate forthwith this agreement by written notice upon the Supplier.

13	Intellectual property rights

13.1	The copyright and all other intellectual property rights and confidential information in the Detailed Specification the Programs and Program Documentation shall vest in the Supplier.

13.2	The Supplier shall grant to the Customer a non-exclusive licence to use the Programs for a period of 15 years starting on the Acceptance Date.

14	Warranty

14.1	Subject to the limitations upon its liability set out in clause 15 below the Supplier warrants that:

14.1.1	it will carry out the Contract Works and perform the Services with reasonable care and skill;

14.1.2	its title to and property in the Programs and Program Documentation is free and unencumbered;

14.1.3	the media upon which the Programs and Program Documentation are stored will for a period of 90 days from the Acceptance Date be free from defects in materials design and workmanship;

14.1.4	the Programs and Program Documentation will for a period of 90 days from the Acceptance Date conform to the Detailed Specification; and

14.1.5	the Programs will conform to Year 2000 Conformity.

14.2	The Customer shall give notice to the Supplier as soon as it is reasonably able upon becoming aware of a breach of warranty.

14.3	The Supplier shall forthwith upon receipt of a notice in respect of a breach of either of the warranties set out at clauses 14.1.3 and 14.1.4 above remedy the same by the provision of technical support free of charge.

14.4	Without prejudice to the foregoing the Supplier does not warrant that the operation of the Programs will be uninterrupted or error free.

14.5	Subject to the foregoing all conditions warranties terms and undertakings express or implied statutory or otherwise in respect of the implementation of the Contract Works or the performance of the Services the Programs or the Program Documentation are hereby excluded.

15	Limitation of liability

15.1	The following provisions set out the Supplier’s entire liability (including any liability for the acts and omissions of its employees) to the Customer in respect of:

15.1.1	any breach of its contractual obligations arising under this agreement; and

15.1.2	any representation statement or tortious act or omission including negligence arising under or in connection with this agreement

AND THE CUSTOMER’S ATTENTION IS IN PARTICULAR DRAWN TO THE PROVISIONS OF THIS CLAUSE 15.

15.2	Any act or omission on the part of the Supplier falling within clause 15.1 above shall for the purposes of this clause 15 be known as an ‘Event of Default’.

15.3	The Supplier’s liability to the Customer for death or injury resulting from its own or that of its employees’ negligence shall not be limited.

15.4	Subject to the limit set out in clause 15.5.1 below the Supplier shall accept liability to the Customer in respect of damage to the tangible property of the Customer resulting from the negligence of the Supplier or its employees.

15.5	Subject to the provisions of clause 15.3 above the Supplier’s entire liability in respect of any Event of Default shall be limited to damages of an amount equal to:

15.5.1	£________  in the case of an Event of Default falling within clause 15.4 above; and

15.5.2	in the case of any other Event of Default the aggregate of the Charges paid by the Customer hereunder.

15.6	Subject to clause 15.3 above the Supplier shall not be liable to the Customer in respect of any Event of Default for loss of profits goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Customer as a result of an action brought by a third party) even if such loss was reasonably foreseeable or the Supplier had been advised of the possibility of the Customer incurring the same.

15.7	If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this agreement.

15.8	The Customer hereby agrees to afford the Supplier not less than 30 days in which to remedy any Event of Default hereunder.

15.9	Except in the case of an Event of Default arising under clause 15.3 above the Supplier shall have no liability to the Customer in respect of any Event of Default unless the Customer shall have served notice of the same upon the Supplier within 30 days of the date it became aware of the circumstances giving rise to the Event of Default or the date when it ought reasonably to have become so aware.

15.10	Nothing in this clause 15 shall confer any right or remedy upon the Customer to which it would not otherwise be legally entitled.

16	Confidentiality and non-competition

16.1	Each of the Supplier and the Customer hereby undertakes to the other to:

16.1.1	keep confidential all information (written or oral) concerning the business and affairs of the other that it shall have obtained or received as a result of the discussions leading up to or the entering into or performance of this agreement (the ‘Information’);

16.1.2	not without the other’s written consent to disclose the Information in whole or in part to any other person save those of its employees involved in the implementation of the Contract Works and who have a need to know the same; and

16.1.3	to use the Information solely in connection with the implementation of the Contract Works and not for its own or the benefit of any third party.

16.2	The provisions of clause 16.1 shall not apply to the whole or any part of the Information to the extent that it is:

16.2.1	trivial or obvious;

16.2.2	already in the other’s possession other than as a result of a breach of this clause; or

16.2.3	in the public domain.

16.3	For the purposes of the Customer’s undertaking under clause 16.1 above the Information shall be deemed to include all information (written or oral) concerning the Detailed Specification.

16.4	Each of the Supplier and the Customer hereby undertakes to the other to make all relevant employees agents and sub-contractors aware of the confidentiality of the Information and the provisions of this clause 16 and without prejudice to the generality of the foregoing to take all such steps as shall from time to time be necessary to ensure compliance by its employees agents and sub-contractors with the provisions of this clause 16.

16.5	Subject to clause 16.6 below each of the Supplier and the Customer hereby undertakes to the other that during the currency of this agreement and for the period of 12 months following upon its termination or expiry it will not directly or by its agent or otherwise and whether for itself or for the benefit of any other person induce or endeavour to induce any officer or employee of the other to leave his employment.

16.6	The provisions of clause 16.5 above shall not apply to the Customer if the agreement is terminated by the Customer pursuant to any one of the events of insolvency set out in clause 19.1.3 below.

17	Intellectual property rights indemnity

17.1	The Supplier shall indemnify and hold harmless the Customer against any damages (including costs) that may be awarded or agreed to be paid to any third party in respect of any claim or action that the normal operation possession or use of the Programs and/or Program Documentation by the Customer during the currency of this agreement infringes the patent copyright registered design or trade mark rights of said third party (an ‘Intellectual Property Infringement’) provided that the Customer:

17.1.1	gives notice to the Supplier of any Intellectual Property Infringement forthwith upon becoming aware of the same;

17.1.2	gives the Supplier the sole conduct of the defence to any claim or action in respect of any Intellectual Property Infringement and does not at any time admit liability or otherwise settle or compromise or attempt to settle or compromise the said claim or action except upon the express instructions of the Supplier; and

17.1.3	acts in accordance with the reasonable instructions of the Supplier and gives to the Supplier such assistance as it shall reasonably require in respect of the conduct of the said defence including without prejudice to the generality of the foregoing the filing of all pleadings and other court process and the provision of all relevant documents.

17.2	The Supplier shall reimburse the Customer its reasonable costs incurred in complying with the provisions of clause 17.1 above.

17.3	The Supplier shall have no liability to the Customer in respect of an Intellectual Property Infringement if the same results from any unauthorised alteration modification or adjustment to the Programs or Program Documentation without the prior written consent of the Supplier.

17.4	In the event of an Intellectual Property Infringement the Supplier shall forthwith make without charge to the Customer such alterations modifications or adjustments to the Programs and Program Documentation as shall be necessary to make them non-infringing.

17.5	The provisions of clause 15 above shall not apply to any liability of the Supplier arising under or in connection with this clause 17.

18	Training

18.1	The Supplier shall provide to the Customer commencing upon the Acceptance Date such training services as may be reasonably necessary.

19	Termination

19.1	This agreement may be terminated:

19.1.1	forthwith by the Supplier if the Customer fails to pay any sum due hereunder within ________ days of the due date therefor;

19.1.2	forthwith by either party if the other commits any material breach of any term of this agreement (other than one falling within 19.1.1 above) and which (in the case of a breach capable of being remedied) shall not have been remedied within ________ days of a written request to remedy the same;

19.1.3	forthwith by either party if the other shall convene a meeting of its creditors or if a proposal shall be made for a voluntary arrangement within Part I of the Insolvency Act 1986 or a proposal for any other composition scheme or arrangement with (or assignment for the benefit of) its creditors or if the other shall be unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or if a trustee receiver administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration order (otherwise than for the purpose of an amalgamation or reconstruction).

19.2	Any termination of this agreement pursuant to this clause shall be without prejudice to any other rights or remedies a party may be entitled to hereunder or at law and shall not affect any accrued rights or liabilities of either party nor the coming into or continuance in force of any provision hereof which is expressly or by implication intended to come into or continue in force on or after such termination.

20	Force majeure

20.1	Neither party hereto shall be liable for any breach of its obligations hereunder resulting from causes beyond its reasonable control including but not limited to fires strikes (of its own or other employees) insurrection or riots embargoes container shortages wrecks or delays in transportation inability to obtain supplies and raw materials requirements or regulations of any civil or military authority (an ‘Event of Force Majeure’).

20.2	Each of the parties hereto agrees to give notice forthwith to the other upon becoming aware of an Event of Force Majeure such notice to contain details of the circumstances giving rise to the Event of Force Majeure.

20.3	If a default due to an Event of Force Majeure shall continue for more than ________ weeks then the party not in default shall be entitled to terminate this agreement. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of an Event of Force Majeure.

21	Waiver

21.1	The waiver by either party of a breach or default of any of the provisions of this agreement by the other party shall not be construed as a waiver of any succeeding breach of the same or other provisions nor shall any delay or omission on the part of either party to exercise or avail itself of any right power or privilege that it has or may have hereunder operate as a waiver of any breach or default by the other party.

22	Notices

22.1	Any notice request instruction or other document to be given hereunder shall be delivered or sent by first class post or by telex or facsimile transmission (such telex or facsimile transmission notice to be confirmed by letter posted within 12 hours) to the address or to the facsimile number of the other party set out in this agreement (or such other address or numbers as may have been notified) and any such notice or other document shall be deemed to have been served (if delivered) at the time of delivery (if sent by post) upon the expiration of 48 hours after posting and (if sent by telex or facsimile transmission) upon the expiration of 12 hours after dispatch.

Notices to the Supplier:

E-mail address		_______________________________________________

Facsimile Number	_______________________________________________

Notices to the Purchaser:

E-mail address 	_______________________________________________

Facsimile Number	_______________________________________________

23	Invalidity and severability

23.1	If any provision of this agreement shall be found by any court or administrative body of competent jurisdiction to be invalid or unenforceable the invalidity or unenforceability of such provision shall not affect the other provisions of this agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect. The parties hereby agree to attempt to substitute for any invalid or unenforceable provision a valid or enforceable provision which achieves to the greatest extent possible the economic legal and commercial objectives of the invalid or unenforceable provision.

24	Entire agreement

24.1	The Supplier shall not be liable to the Customer for loss arising from or in connection with any representations agreements statements or undertakings made prior to the date of execution of this agreement other than those representations agreements statements or undertakings confirmed by a duly authorised representative of the Supplier in writing or expressly incorporated or referred to in this agreement.

25	Successors

25.1	This agreement shall be binding upon and enure for the benefit of the successors in title of the parties hereto.

26	Assignment

26.1	Neither party shall be entitled to assign this agreement nor all or any of their rights and obligations hereunder without the prior written consent of the other.

27	Headings

27.1	Headings to clauses in this agreement are for the purpose of information and identification only and shall not be construed as forming part of this agreement.

28	Sub-contracting

28.1	The Supplier shall not be entitled to sub-contract the whole or any part of its obligations hereunder without the prior written consent of the Customer.

29	Disputes

29.1	All disputes or differences which shall at any time hereafter arise between the Supplier and the Customer in respect of the construction or effect of this agreement or the rights duties and liabilities of the parties hereunder or any matter or event connected with or arising out of this agreement (a ‘Relevant Event’) shall be referred to such independent third party (the ‘Third Party’) as the Supplier and the Customer shall jointly nominate.

29.2	If the Supplier and the Customer shall fail to nominate a Third Party within 14 days of the date of occurrence of the Relevant Event then the Third Party shall be nominated at the request of either the Supplier or the Customer by the President for the time being of the Institute of Electrical Engineers.

29.3	The Third Party (whether appointed under clause 29.1 or 29.2 above) shall act as an expert and not as an arbitrator whose decision (including as to costs) shall except in the case of manifest error be final and binding upon the Supplier and the Customer.

30	VAT

30.1	Save insofar as otherwise expressly provided all amounts stated in this Agreement are expressed exclusive of value added tax and any value added tax arising in respect of any supply made hereunder shall on the issue of a valid tax invoice in respect of the same be paid to the party making such supply by the party to whom it is made in addition to any other consideration payable therefor.

31	Law

31.1	This agreement shall be governed by and construed in accordance with English law.

SCHEDULE 1

1 Completion date

		___________________ 19____

2 Equipment

Hardware: 
________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

Software:
________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

3 Site

Address: 
________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

4 Staff

Name:	__________________________________________________________________

Position: 	____________________________________________________________

SCHEDULE 2

Timetable

	Phase 1	Date for completion of the Detailed Specification: ________ 19___

	Phase 2	Date for approval of the Detailed Specification: ________ 19___

	Phase 3	Date for completion of writing of the Programs and the Program Documentation: ________ 19___

	Phase 4	Date by which the Programs and the Program Documentation are to be delivered and installed: ________ 19___

SCHEDULE 3

THE CUSTOMER REQUIREMENT

SCHEDULE 4

Part I: Charges

Part II: Additional Charges Limits 

SCHEDULE 5

Part I: Use of the Equipment
________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

Part II: Use of other computing and office facilities
________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

________________________________________________________________________

SCHEDULE 6

Information to be included in the Detailed Specification

SCHEDULE 7

Program Documentation