THE UNIVERSITY OF WARWICK
AND
<PARTNERFULLNAME>
AGREEMENT
FOR COLLABORATIVE PROVISION (JOINT/DOUBLE)
SUBJECT TO CONTRACT
Contents
1.
Background ..................................................................................................................................... 5
2.
The Course(s) .................................................................................................................................. 5
3.
Term of the Agreement .................................................................................................................. 5
4.
Responsibilities as an awarding body ............................................................................................. 6
5.
Responsibilities as a delivering body .............................................................................................. 7
6.
Collaborative Courses Group .......................................................................................................... 8
7.
Collaborative course review ........................................................................................................... 8
8.
Regulatory requirements ................................................................................................................ 9
9.
Tier 4 requirements ........................................................................................................................ 9
10.
Language requirements .............................................................................................................. 9
11.
Financial arrangements............................................................................................................... 9
12.
Intellectual Property ................................................................................................................. 10
13.
Publicity..................................................................................................................................... 10
14.
Confidentiality ........................................................................................................................... 11
15.
Serial Arrangements and Sub-contracting ................................................................................ 11
16.
Data Protection ......................................................................................................................... 11
17.
Freedom of Information ........................................................................................................... 12
18.
Anti-bribery ............................................................................................................................... 13
19.
Termination............................................................................................................................... 14
20.
Consequences of termination ................................................................................................... 15
21.
Dispute Resolution .................................................................................................................... 15
22.
Relationship between Parties ................................................................................................... 16
23.
Force majeure ........................................................................................................................... 16
24.
Notices ...................................................................................................................................... 16
25.
Variation.................................................................................................................................... 17
26.
liability ....................................................................................................................................... 17
27.
Indemnity .................................................................................................................................. 17
28.
Law ............................................................................................................................................ 18
29.
Jurisdiction ................................................................................................................................ 18
30.
General...................................................................................................................................... 18
Schedule 1 ............................................................................................................................................. 20
This is a template agreement that should form the starting point of negotiations. You
should consult with your Finance Office Link Officer, the Senior Assistant Registrar
(Teaching Quality) and the Legal Advisor in the University Secretary’s Office in negotiating
this agreement with the partner organisation.
This version of the template agreement is for joint, double (dual) [or multiple] award
courses. The University defines these courses as follows:
“where a course is delivered by the University and a partner university, college or
other organisation with degree awarding powers, and the final award bears the
name of Warwick and one or more other Higher Education institutions.
Courses where the final award bears the name of Warwick and one or more other
Higher Education institutions, or where more than one award, from multiple
institutions, is made for the completion of a single course of study.”
(www2.warwick.ac.uk/services/academicoffice/quality/categories/collaborative/)
Not all joint, double [or multiple] award courses are the same, but the key features will
be:


Joint[/multiple] award
o An arrangement under which two or more awarding bodies together
provide a programme leading to a single award made jointly by both, or all,
participants. A single certificate or document (signed by the competent
authorities) attests to the successful completion of this jointly delivered
programme, replacing the separate institutional qualifications.
Double award
o An arrangement where two awarding bodies together provide a programme
leading to separate awards (and separate certification) being granted by
each of them.
Different template agreements are available to cover other types of collaborative
arrangement including franchise, validation and distance delivery awards. If you are
unsure which version of the template collaboration agreement to use please seek advice
from the Senior Assistant Registrar (Teaching Quality).
Where one or more partner institutions are based in the UK and are jointly responsible
for admissions and the award of the degree, an agreement must be made as to which
institution will take on the role of Tier 4 sponsoring institution under the requirements
of the UKVI. Please seek advice from the Head of Immigration Services (International
Office) as to which institution should be referred to as [The sponsoring institution] in
Section 9 Tier 4 Requirements.
[Square brackets] indicate that you need to make a choice appropriate to the particular
circumstances of your course, or insert the phrase, term, date or amount that you have
agreed for your course. Please search for all square brackets and ensure you have made
an appropriate choice or inserted an appropriate phrase for each set.
Notes on specific clauses:

Clause 17 Freedom of Information – choose the first version of this clause where
the partner is not a UK public body (eg. private provider or overseas institution),
and the second where the partner is a UK public body (eg. FE college).

Clause 29 Jurisdiction – choose the first version of this clause where the partner
is based in the UK, EU, Australia, Canada, Denmark, India, Israel, Malaysia,
Mauritius, New Zealand, Nigeria, Pakistan, Singapore, Sri Lanka, and the second
version where the partner is based in China or the US. For partners based in other
countries please check with the Head of Contracts (Finance Office).
<Brackets> are to aid in find-and-replace activities. Please carry out find-and-replace
actions as follows:
find
replace with
<partnerfullname>
the full name of the partner organisation
<partnershortname>
a short name to identify the partner organisation, e.g.
“England” for The University of England. It will appear in
the agreement as “Responsibilities of England”, “…will pay
to England” etc
All bold text (except for section headings) is guidance for you and should be
removed/replaced.
The list numbering is automatic – please take care not to break it.
The table of contents can be updated automatically once complete.
This Agreement is made on
201[
]
BETWEEN:
(1) THE UNIVERSITY OF WARWICK of Coventry, CV4 8UW, UK (“Warwick”); and
(2) <PARTNERFULLNAME> of [
] (“<partnershortname>”)
each a “Party” and together the “Parties”
1.
BACKGROUND
1.1
Warwick and <partnershortname> have agreed to co-operate in the joint delivery of
educational provision which may include single accredited modules and jointly delivered
courses leading to double or joint awards.
1.2
The Parties have entered into this Agreement in order to define the terms on which this
provision will be delivered and, in particular, how academic standards will be maintained.
This Agreement also aims to ensure that collaborative arrangements between them,
channels of authority and accountability, together with responsibility for executive action
are clearly set out and operate smoothly.
2.
THE COURSE(S)
2.1
The module(s) and/or course(s) (“Course(s)”) to be delivered in accordance with this
Agreement are as set out in Schedule 1.
2.2
For each Course the Parties will agree a document which will set out:
2.2.1
[the person at each institution with responsibility for the operation of the Course;
2.2.2
the arrangements for the delivery of the Course;
2.2.3
the financial arrangements which apply to the Course;
2.2.4
the award(s) (or credit awarded) and any special requirements for the wording of
certificates/transcripts.]
2.3
At any time during the course of this Agreement the Parties may agree amendments to
the document referred to at clause 2.2 in relation to any Course, and it will be amended
accordingly from a date to be agreed by the Parties.
2.4
At any time during the term of this Agreement the Parties may agree that new Courses
should be added to this Agreement, or that existing Courses should be discontinued, and
if so agreed by the Parties Schedule 1 will be amended and restated to incorporate such
changes from a date to be agreed by the Parties.
2.5
The commencement of each Course is conditional upon and shall not commence unless
and until both Parties have approved the Course and the relevant Course document in
accordance with their internal quality assurance procedures.
3.
TERM OF THE AGREEMENT
3.1
This Agreement shall commence on [the date of signature or INSERT date] and shall,
unless terminated earlier in accordance with clause 19, continue for a period of [six (6)
years or INSERT other appropriate term].
3.2
The Parties may at any time by agreement in writing extend the term of this Agreement
[for a further INSERT years].
4.
RESPONSIBILITIES AS AN AWARDING BODY
Each Party’s Academic Registrar’s Office (or equivalent) has overall responsibility for the
operation of this Agreement.
Each Party is responsible for the following aspects of a Course leading to an award in its
name (and where a Course leads to a joint or double award, or consists of one or more
jointly delivered modules, responsibility rests with both Parties):
4.1
Oversight of all academic aspects of the provision, including approval of syllabi,
assessment and examination arrangements, arrangements for marking of papers,
appointment of external examiners, moderation and determination of examination
results. In exercising these responsibilities, each Party shall consult with and take into
account the views of the other Party and the Collaborative Courses Group.
4.2
Oversight of the methods chosen for the promotion of the Course(s). All promotional
material should adhere to agreed guidelines and be approved by both Parties.
4.3
Oversight of the admission of students to each Course. [Admissions decisions shall be
made jointly by the Parties.]
4.4
Maintaining appropriate records on student status. Students will be admitted as students
of both Parties and will be entitled to access all facilities and services on the same basis
as other students. [Students will be allocated to one Party to act as their home institution
(“Home Institution”) and will be required to abide by the Home Institution’s rules and
regulations as they apply to its students.]
4.5
Award arrangements, including the production of certificates and transcripts, together
with the maintenance of an archive of results.
4.6
Promptly supplying to the other Party copies of the appropriate procedural documentation
on the administration and monitoring of collaborative provision, as varied from time to
time.
4.7
Support of the other Party in the setting and maintaining of standards and quality
according to the terms of this Agreement. Each Course will be subject to the same
rigorous monitoring and review as all courses provided by the Parties and ultimate
responsibility for maintenance of academic standards and the quality of the Course will
lie with Warwick’s Senate and <providershortname>’s [INSERT details].
4.8
[Appointment of a Course Management Group for each Course or programme of Courses.
This group will be established on the recommendation of the Collaborative Courses
Group. The group will consist of members of each Party and will be co-chaired by a
nominated representative from each Party. The group will be responsible for advising on
all matters relating to the operation of the relevant Course in accordance with this
Agreement. The group will meet at least once a year.]
4.9
Management of complaints arising from the collaborative provision, where students are
not satisfied with an issue raised locally. [Complaints will be handled according to the
procedures of the student’s Home Institution, except where the complaint relates only to
the actions of the other Party in which case its procedures will apply.] The Collaborative
Courses Group will be consulted in such cases to determine under which jurisdiction the
matter will be heard in the first instance.
4.10
Management of academic appeals within the terms set out in the Home Institution’s
regulations.
4.11
Monitoring its own effectiveness in discharging its responsibilities under this Agreement
as to both procedure and Course content, in accordance with its quality assurance
procedures.
5.
RESPONSIBILITIES AS A DELIVERING BODY
Each Party involved in the delivery of a Course will be responsible for the following
aspects of delivery (and where a Course leads to a joint or double award, or consists of
one or more jointly delivered modules, responsibility rests with both Parties):
5.1
Provision and maintenance of appropriate accommodation, resources, and other services
or facilities related to the delivery of the collaborative provision.
5.2
Delivery of each Course to students in accordance with the agreed and approved Course
document within the agreed timeframe. Any proposals for amendments to the content
or structure of a Course will be submitted to the Collaborative Courses Group for
consideration prior to implementation.
5.3
Ensuring that all staff involved in the delivery, assessment or supervision of each Course
are approved to do so through standard local procedures.
5.4
Appraising all staff involved in the delivery, assessment or supervision of each Course to
ensure their continuing ability to deliver to the standards expected.
5.5
Marketing the Course and conducting the recruitment and selection of students according
to the jointly agreed criteria set out in the relevant Course document.
5.6
The administration and collection of student tuition fees where that Party is the Home
Institution for that student;
5.7
[The counselling, welfare and discipline of students in accordance with local procedures,
except where it is more appropriate for the Home Institution’s procedures to apply. The
Collaborative Courses Group will be consulted in such cases to determine under which
jurisdiction the matter will be heard in the first instance.]
5.8
The assessment of students in accordance with the Home Institution’s procedures and
regulations;
5.9
Monitoring the attendance and welfare of students and reporting to the other Party at
regular intervals as required;
5.10
Promptly informing the other Party of:
5.10.1
Any complaint received from any of the students on a Course.
operate fully in dealing with any such complaint.
5.10.2
Any academic appeal received from any of the students on a Course. The Parties shall
co-operate fully in dealing with any such academic appeal;
5.10.3
Any academic or disciplinary offence or other irregularity in the conduct of a student on
a Course;
5.10.4
Any welfare or medical issues affecting student performance in assessed or examined
work;
5.10.5
Any student withdrawal from a Course or termination of a student’s registration for any
reason;
5.10.6
Any change in a student’s location of study;
The Parties shall co-
5.10.7
Any matters likely to be relevant to the marketing of and recruitment to each Course.
5.11
Application of its internal evaluation procedures to each Course and making the results
available to the Collaborative Courses Group as requested.
5.12
Provision of an annual report on each Course to the Collaborative Courses Group in the
format approved by Warwick and following consideration by the Course Management
Group.
5.13
Appointment of a Course Director for each Course at one or both institutions, as
appropriate, to co-ordinate the operation of the Course and to provide a first
communication link for the Course.
5.14
Providing all reasonable administrative support and assistance to staff visiting the
institution on behalf of the other Party.
5.15
Maintenance of conduct and standards within the institution generally, so as to avoid any
matter which may be prejudicial to the business or reputation of the Parties and the
promotion of their courses.
5.16
Maintenance and retention of such records and other information relating to each Course
and allowing access by the other Party or those auditing the other Party’s processes to
such records for academic or quality audit purposes;
5.17
Notifying the other Party of any change in the legal status or ownership of the or any
other change in its operation which could impact on this Agreement;
5.18
Performance of all its responsibilities under this Agreement with all due care and diligence
and so as to enhance the reputations of the Parties.
6.
COLLABORATIVE COURSES GROUP
6.1
The Parties shall appoint a Collaborative Courses Group (“the Group”) to oversee the
collaborative provision. Membership of the Group will be jointly agreed and will consist
of members from each Party. The Group will meet at least once a year and will be cochaired by a nominated representative from each Party. The Group will be responsible
for advising on all matters relating to the collaborative provision in accordance with this
Agreement and for the routine monitoring of the provision in accordance with clause 7.
The Group may establish such working parties or other groups as it shall determine from
time to time.
6.2
[The Group will liaise with Warwick’s Collaborative, Flexible and Distributed Learning SubCommittee (“the Sub-Committee”) and <partnershortname>’s [INSERT details] (“the [
]”).] Responsibility for the oversight and maintenance of academic standards in
collaborative provision rests with the University (through the Sub-Committee) and the
<partnershortname> (through the [
]), and these bodies will receive and consider
an annual report for each Course.
6.3
Responsibility for any amendments to the curriculum for collaborative courses rests with
the relevant Faculty Board of Warwick and the [INSERT details] of <partnershortname>
as appropriate.
7.
COLLABORATIVE COURSE REVIEW
7.1
Each Course will be subject to periodic review in accordance with Warwick’s Procedures
for the Approval and Monitoring of Collaborative Courses and <partnershortname>’s
[INSERT details]. Courses are normally reviewed every five (5) years.
7.2
Either Party may, in addition, carry out a review of the provision (including of any Course)
at any time if it believes it to be advisable or necessary to do so.
7.3
To the extent that either Party determines that the requirements of this Agreement are
not being met it shall work with the other Party to implement changes to ensure that the
Course(s) meet the relevant academic standards.
7.4
In the event that either Party determines that the required changes have not been
adequately implemented within the applicable timescale it shall, in its absolute discretion,
be entitled to terminate this Agreement in accordance with clause 19 below.
8.
REGULATORY REQUIREMENTS
8.1
Each Party shall ensure that it complies with all local legislation and/or other regulatory
requirements relevant to this Agreement, and in particular that all necessary or advisable
governmental, regulatory or other approvals or consents (whether required at the time
this Agreement was entered into or from a later date) are secured and maintained for
the duration of this Agreement.
8.2
Each Party shall promptly notify the other Party if there is any relevant change in local
legislation or other regulatory requirements relevant to this Agreement.
8.3
The Parties will comply with any requirements or guidance relevant to this Agreement
issued by HEFCE, the QAA or any other UK regulatory body.
8.4
Each Party shall co-operate with any audit or monitoring visit carried out by any relevant
regulatory body and shall provide such body with any information it reasonably requests
as part of such audit or monitoring visit.
9.
TIER 4 REQUIREMENTS
9.1
[INSERT name of sponsoring institution] and [INSERT name of collaborative partner
institution] agree to add each other as named partner institutions on their respective Tier
4 licences, where the collaborative partner is a UK-based licenced Tier 4 sponsor. This
will entail the provision to UK Visas and Immigration of a legal agreement between the
two institutions. This is due to paragraph 160 (h) of the Tier 4 Sponsor Guidance,
Document 3: Sponsors Duties and Compliance v07/14, where it is stated that an
institutions license can be revoked where ‘The study element of any course you offer to
sponsored students is not taken on your premises or at a partner institution named on
your licence and the sponsored student’s CAS’.
9.2
The [INSERT name of sponsoring institution] agrees to process, issue and assign
Confirmation of Acceptance of Studies to prospective students in a timely fashion to
ensure the student has a reasonable chance of obtaining Tier 4 leave in time to start
their course by the stated latest course start date.
9.3
The Parties shall comply with the requirements of the Home Office relating to the
sponsorship of students from time to time in force.
9.4
[INSERT name of non-sponsoring institution] shall provide all information in relation to
the students and in such form and at such times as the [INSERT name of sponsoring
institution] may require to enable [INSERT name of sponsoring institution] to comply
with its duties as a Highly Trusted Sponsor. This includes but is not exclusive to: the
checking and capturing of valid passports and evidence of immigration permission for
study and providing these to the sponsoring institution within one week of the end of the
relevant enrolment period should the students commence their studies with the nonsponsoring institution; attendance monitoring and recording according to UKVI Sponsor
Guidance in keeping with the University of Warwick’s Good Practice Guidance on Student
Attendance and Progression; notifying the sponsoring institution of any changes in
circumstance which require reporting to the UKVI within a 10-day timeframe of the
change occurring.
9.5
[INSERT name of non-sponsoring institution] shall not do or omit to be done any act or
thing which results or could result in the suspension or revocation of and/or which may
otherwise affect [INSERT name of sponsoring institution]’s Tier 4 licence and/or Highly
Trusted Sponsor status and/or causing [INSERT name of sponsoring institution] to breach
its duties as a Highly Trusted Sponsor and/or its Tier 4 Licence.]
9.6
[INSERT name of non-sponsoring institution] and [INSERT name of sponsoring
institution] shall undertake reasonable steps to ensure that any non-EEA students,
including those not sponsored under Tier 4, have valid permission to be in the UK with
no prohibition on study.
10.
LANGUAGE REQUIREMENTS
The language of instruction and assessment shall be English. Reports produced as part
of the Parties’ quality assurance arrangements, including course monitoring and periodic
review, will be in English.
11.
FINANCIAL ARRANGEMENTS
11.1
The financial arrangements that apply to each Course will be set out in the individual
Course documents agreed in accordance with clause 2.2.
11.2
All fees or sums payable under this Agreement are exclusive of any applicable value
added taxes or other duties, which will be added to the relevant invoice where applicable.
11.3
Invoices will be issued by the relevant Party from time to time for the fees and other
sums payable in accordance with the Course document.
11.4
All payments made under this Agreement shall be in [pounds sterling] and shall be made
by telegraphic transfer into the bank account notified by each Party to the other Party or
by such other method as the relevant Party may specify.
12.
INTELLECTUAL PROPERTY
12.1
Copyright and any other IP in the curriculum and associated course materials for each
Course shall be the property of the Party creating such rights, being Warwick or
<partnershortname>. For the avoidance of doubt, Intellectual Property (“IP”) means
patents, registered designs, trade marks and service marks (whether registered or not),
domain names, copyright, design rights, trade secrets, know-how and all similar property
rights in inventions, computer programs, designs, semiconductor topographies and
confidential information.
12.2
Neither Party shall cause or permit anything to occur which may damage or endanger
the other’s IP.
12.3
The curriculum and associated course materials provided by one Party to the other Party
under the terms of this Agreement are and remain the property of the providing Party,
and the other Party undertakes not use, copy or reproduce them except in order to
comply with its obligations under this Agreement. They will not be disclosed to any third
party without the prior written consent of the providing Party.
12.4
Both Parties shall promptly and fully notify the other of any actual threatened or
suspected infringement of any of its IP which comes to a Party’s notice and both Parties
shall at the request and expense of the other do all such things as may be reasonably
required to assist the other in taking or resisting any proceedings in relation to any such
infringement.
12.5
The Party providing the materials to the other Party warrants that none of the IP
comprised in the curriculum and/or the associated course materials will in so far as it is
aware infringe any third party IP rights and where any third party rights do exist the
Party providing the materials to the other Party undertakes to agree a licence or right to
use specifically for the purposes of the curriculum and/or the use in the associated course
materials.
12.6
The Party providing the materials to the other Party hereby agrees to indemnify subject
to the provisions of clause 27 the other Party against all and any claims arising in
connection with any threatened or actual claim for infringement, or misappropriation or
alleged infringement or misappropriation.
13.
PUBLICITY
13.1
Any advertisement or reference to this Agreement in the press or other media shall
conform to the branding guidelines agreed from time to time between the Parties.
Warwick and <partnershortname> confirm their intention to use their joint logos to
promote this provision.
13.2
All advertising and publicity material relating to a Course shall be produced in English
and no material shall be used unless and until it has been approved by Warwick and
<partnershortname>.
14.
CONFIDENTIALITY
14.1
Each Party will keep secret and confidential any and all Confidential Information
belonging to the other Party disclosed as a result of the relationship of the Parties under
this Agreement and will not use nor disclose the same save as envisaged in this
Agreement. Where disclosure is made to any employee, consultant or agent, it will be
done subject to obligations equivalent to those set out in this clause 14 and each Party
will be responsible to the other in respect of any disclosure or use of such secret or
Confidential Information by a person to whom disclosure is made.
14.2
The obligations of confidentiality in this clause 14 will not extend to any matter which is
in or becomes part of the public domain otherwise than by reason of a breach of the
obligations of confidentiality in this Agreement, or which either Party can show was in its
written records prior to the date of disclosure of the same by the other Party under this
Agreement, or which it receives from a third party independently entitled to disclose it,
or which it is required by law or regulatory authority to disclose.
14.3
“Confidential Information” means all information in respect of a Party including, without
prejudice to the generality of the foregoing, any ideas; business methods; finance;
prices, business, financial, marketing, development or manpower plans; customer lists
or details; computer systems and software; products or services. including (but not
limited to) know-how or other matters connected with services provided or obtained by
the Parties, and information concerning the Parties’ relationships with actual or potential
clients, customers or suppliers and the needs and requirements of the Parties and of such
persons and any other information which, if disclosed, will be liable to cause harm to the
Parties.
15.
SERIAL ARRANGEMENTS AND SUB-CONTRACTING
15.1
In signing this Agreement, it is the expectation of the Parties that neither Party will enter
into any agreement with a third party relating to the delivery or management of any
Course which is the subject of this Agreement without the prior written consent of the
other Party. The Parties do not permit the sub-contracting of any aspect of the delivery
or management of any course of study offered in collaboration with another organisation
or institution.
15.2
Clause 15.1 does not apply to sub-contracting arrangements with agents for the
marketing of and recruitment to the Courses.
15.3
Notwithstanding that consent has been given in accordance with clause 15.1 it shall not
relieve the relevant Party of its obligations under this Agreement and that Party shall be
responsible for the acts, omissions, defaults and/or negligence of any sub-contractor, its
agents, servants or employees as fully as if they were the acts, omissions, defaults and/or
negligence of the Party itself.
16.
DATA PROTECTION
16.1
For the purpose of this clause “Personal Data” and “Data Processor” have the meanings
set out in the Data Protection Act 1998 (the “Act”).
16.2
Each Party shall ensure that it complies with its obligations under the Act.
16.3
Each Party will have in place appropriate technical and organisational measures to ensure
the security of Personal Data, against unauthorised or unlawful processing and against
accidental loss or destruction of, or damage to, Personal Data.
16.4
Each Party shall only process Personal Data on behalf of the other Party in accordance
with any instructions issued by that Party and for no other purpose, save as required by
law. Each Party will provide the other Party with such information as that Party may
reasonably require, satisfying itself that the Party is complying with its obligations under
the Act.
16.5
Each Party shall treat any Personal Data provided by the other Party as confidential
information belonging to the providing Party.
16.6
Each Party shall ensure it does not knowingly or negligently do or omit to do anything
which places the other Party in breach of its obligations under the Act.
16.7
The provisions of this clause shall apply during the continuance of the Agreement and
indefinitely after its expiry or termination.
16.8
Each Party will promptly notify the other Party of any actual or suspected fraudulent use,
loss, theft, misuse or compromise of Personal Data.
17.
FREEDOM OF INFORMATION
EITHER (where the partner is not subject to the FOIA)
17.1
[<Partnershortname> acknowledges that Warwick is subject to the provisions of the
Freedom of information Act 2000 (“FOIA”) and the Environmental Information
Regulations 2004 (“EIR”) and shall fully assist Warwick in complying with its Information
disclosure obligations (“Information” has the meaning given to it under S84 FOIA).
17.2
<Partnershortname> shall and shall procure that its permitted sub-contractors shall:
17.2.1
Deliver to Warwick all requests for Information immediately and in any event within three
(3) working days of <partnershortname> receiving such request;
17.2.2
Provide all the information required by Warwick in a format that is acceptable to Warwick
as soon as practicable and in any event within five (5) working days;
17.2.3
Provide all necessary assistance as requested by Warwick to enable Warwick to respond
to such request within the time for compliance set out in section 10 of the FOIA (or
regulation 5 of the EIR).
17.3
Warwick shall be solely responsible for determining if any of the Information is exempt
from disclosure under the FOIA (or EIR).
17.4
Warwick shall exercise reasonable endeavours to seek the views of <partnershortname>
in relation to Information falling under this clause. For the avoidance of doubt, Warwick
may disclose without consulting or obtaining consent, or despite having taken
<partnershortname>’s views into account.]
OR (where the partner is subject to the FOIA)
17.1
Each Party acknowledges that the other is subject to the requirements of the Freedom of
Information Act 2000 and the Environmental Information Regulations (together the
“Disclosure Legislation”).
17.2
Each Party shall assist and co-operate with the Party which receives a request for the
disclosure of information under the Disclosure Legislation (“the Receiving Party”) to
enable the Receiving Party to comply with the Disclosure Legislation and any requests
which reference the Disclosure Legislation (“Requests”).
17.3
Where the Receiving Party receives a Request which relates to the other Party or to
information of the other Party it shall notify the other Party (“the Notified Party”) and the
Notified Party shall:
17.3.1
At the request of the Receiving Party provide the Receiving Party with a copy of all
information which is available to it in the form that the Receiving Party requires within
five (5) days (or such other period as the Receiving Party may specify) of the Receiving
Party requesting the relevant information; and
17.3.2
Provide all necessary assistance requested by the Receiving Party to enable the Receiving
Party to respond to a Request within the time periods set out in the Disclosure Legislation.
17.4
The Receiving Party shall be responsible for determining in its absolute discretion whether
the information:
17.4.1
Is exempt from disclosure in accordance with the provisions of the Disclosure Legislation;
and
17.4.2
Is to be disclosed in response to a Request,
and in no event shall the Notified Party respond directly to a Request unless it is expressly
authorised to do so by the Receiving Party.
17.4.3
The Notified Party acknowledges that the Receiving Party may be obliged under the
Disclosure Legislation to disclose information:
17.4.4
Without consulting the Notified Party; or
17.4.5
Following consultation with the Notified Party and having taken its views into account.
17.5
Without prejudice to clause 17.4 the Receiving Party shall use its reasonable endeavours
to consult with, and take into account the views of, the Notified Party.
17.6
The Receiving Party and the Notified Party may agree that where the information the
subject of the Request is held by the Notified Party it is appropriate to transfer the
Request to the Notified Party in which case the Receiving Party shall so notify the person
who has made the request and shall transfer the Request to the Notified Party. The
Notified Party shall deal with such Request in accordance with the Disclosure Legislation.
18.
ANTI-BRIBERY
18.1
Each Party shall:
18.1.1
comply with all Relevant Requirements;
18.1.2
Not engage in any activity, practice or conduct which would constitute an offence under
sections 1, 2 or 6 of the Bribery Act 2010 if such activity, practice or conduct had been
carried out in the UK;
18.1.3
Ensure that all of its contractors, subcontractors and/or agents (of whatever tier) are
engaged upon terms which contain provisions in relation to prevention of bribery and
corruption which are no less onerous than this clause 18;
18.1.4
Have and shall maintain in place throughout the term of this Agreement its own policies
and procedures, including Adequate Procedures to ensure compliance with the Relevant
Requirements, and will enforce them where appropriate;
18.1.5
Immediately notify the other Party if a Foreign Public Official becomes an officer or
employee of the institution or acquires a direct or indirect interest in the institution (and
each Party warrants that it has no Foreign Public Officials as officers, employees or direct
or indirect owners at the date of this Agreement); and
18.1.6
Procure and ensure that all Associated Persons and/or other persons who are performing
services and/or providing goods in connection with this Agreement comply with this
clause 18.
18.2
Without prejudice to any other rights or remedies the Parties may have each Party may
terminate this Agreement on written notice to the other Party specifying the date on
which this Agreement will terminate in the event of a breach of this clause 18. Breach of
this clause 18 shall be deemed a material breach which is not capable of remedy.
18.3
For the purpose of this clause 18, the following terms have the meaning set out next to
them:
“Adequate Procedures” shall be determined in accordance with section 7(2) of the Bribery
Act 2010 (and any guidance issued under section 9 of that Act).
“Associated Person” shall have the meaning ascribed to it in section 8 of the Bribery Act
and shall include but is not limited to a Party’s employees, agents and/or subcontractors.
“Bribery Act” shall mean the Bribery Act 2010 (and any amendment thereto).
“Foreign Public Official” shall be determined in accordance with section 6(5) of the Bribery
Act 2010 (and any guidance issued under section 9 of that Act).
“Relevant Requirements” shall mean all applicable laws, statutes, regulations, and codes
relating to anti-bribery and anti-corruption including but not limited to the Bribery Act.
19.
TERMINATION
19.1
Either Party may terminate this Agreement by giving not less than six (6) months’ written
notice expiring at any time.
19.2
Either Party may terminate this Agreement with immediate effect by notice in writing in
the following circumstances:
19.2.1
If there is a material breach by the other Party of the terms of this Agreement and, where
the breach is capable of remedy, that Party has failed to remedy it after receipt of not
less than thirty (30) days’ notice to effect such remedy;
19.2.2
If the other Party becomes or is deemed to become insolvent or unable to pay its debts
(within the meaning of section 123 of the Insolvency Act 1986) when they fall due;
19.2.3
If there is a change in the legal and/or regulatory requirements applicable to this
Agreement which the Party giving notice reasonably considers render it impracticable or
impossible to fulfil the terms of this Agreement;
19.2.4
If the other Party is subject to a change of control or ownership or change to its
organisation which the Party giving notice reasonably considers would have a serious
impact on the operation of this Agreement;
19.2.5
If, in either Party’s reasonable opinion, the academic standards of its awards, the learning
opportunities provided to students or its name and/or reputation are at serious risk.
19.3
Either Party may terminate the delivery of a Course with immediate effect by notice in
writing if, in its reasonable opinion, the academic standards of its award or the learning
opportunities provided to students on the Course are at serious risk, or it reasonably
considers that any changes arising from a collaborative review carried out in accordance
with clause 7 have not been adequately implemented within the applicable timescale.
19.4
If either Party has its Tier 4 licence suspended or revoked.
20.
CONSEQUENCES OF TERMINATION
20.1
Where notice to terminate the delivery of a Course has been given in accordance with
clause 19.3, the Parties shall take all reasonable steps to ensure that all students
registered on the Course are able to complete it.
20.2
Where this Agreement terminates for any reason or where notice to terminate has been
given in accordance with clause 19.1 or 19.2 the Parties shall:
20.2.1
Cease to promote and market the Course(s) and not register any new students other
than those who have already accepted a place on a Course;
20.2.2
Take all reasonable steps to ensure that the students registered on each Course are able
to complete it (the “Teach Out Period”).
20.3
The Teach Out Period shall continue until all students have completed their Course or
have ceased to be registered as students, or until [INSERT final cut off date], whichever
is the earlier.
20.4
Subject to this clause 20, the terms of this Agreement will continue to apply with full
force and effect to the delivery of the Course(s) during the Teach out Period, unless
otherwise agreed in writing by the Parties.
20.5
If at any time during the Teach Out Period either Party believes that the quality of any
Course is in question it may at its sole discretion give notice to the other Party to cease
delivery of the Course(s), at which time the Teach Out Period will come to an end.
20.6
If notice is given by one Party under clause 20.5 the other Party will co-operate so as to
ensure that the students are transferred to another provider or to Party giving notice in
order to enable them to complete their Course.
20.7
At the conclusion of the Teach Out Period each Party shall:
20.7.1
Cease using the name and/or logo of the other Party;
20.7.2
Forthwith return to the other Party all Course or curriculum materials which are the
property of the other Party.
20.8
The termination of this Agreement, however it arises, is without prejudice to the rights,
duties and liabilities of any of the Parties accrued prior to termination. The clauses of
this Agreement which expressly or implicitly have effect after termination will continue
to be enforceable notwithstanding termination.
21.
DISPUTE RESOLUTION
21.1
If a dispute arises between the Parties then the Parties will seek to resolve it as follows:
21.1.1
In the first instance each Party will provide each other with their position statement
setting out in detail the issues that they consider relevant to the dispute and their position
in that respect;
21.1.2
Within ten (10) business days of providing each other with their position statement the
[Head of Lead Department] at Warwick and the [INSERT details] at <partnershortname>
shall meet face to face and shall make a bona fide attempt to settle the dispute.
21.2
If the meeting fails to resolve the dispute within fifteen (15) business days, either Party
may by notice in writing refer the dispute to the Vice Chancellor of Warwick and the
[Head] of <partnershortname>, who shall co-operate in good faith to resolve the dispute
as amicably as possible within fifteen (15) business days of the dispute being referred to
them.
21.3
Nothing in this clause 21 shall prevent either Party commencing proceedings against the
other, in accordance with clause 29.
22.
RELATIONSHIP BETWEEN PARTIES
Both of the Parties are independent contractors. Nothing contained in this Agreement
shall be construed to imply that there is any relationship between them of partnership or
principal/agent, employer or employee nor are the Parties by this Agreement engaging
in a joint venture. Accordingly neither of the Parties shall have any right or authority to
act on behalf of the other nor to bind the other by contract or otherwise unless expressly
permitted by the terms of this Agreement.
23.
FORCE MAJEURE
23.1
If either Party is affected by Force Majeure it will forthwith inform the other Party in
writing of the matters constituting the Force Majeure, will keep the other Party fully
informed of the continuance and of any change of circumstances whilst such Force
Majeure continues and will use all reasonable endeavours to mitigate the effect of such
Force Majeure.
23.2
If the event of Force Majeure continues for longer than three (3) months the Party not
subject to the Force Majeure event may at any time whilst such Force Majeure continues
by notice in writing to the other Party, terminate this Agreement.
23.3
Save as provided in this clause 23, Force Majeure will not entitle either party to terminate
this Agreement and neither Party will be in breach of this Agreement, nor otherwise liable
to the other, by reason of any delay in performance, or non-performance of any of its
obligations due to Force Majeure.
23.4
Force Majeure means any circumstance not within a Party's reasonable control including,
without limitation: 1) acts of God, flood, drought, earthquake, volcanic activity or other
natural disaster; 2) epidemic or pandemic; 3) terrorist attack, civil war, civil commotion
or riots, war, national emergency, threat of or preparation for war, armed conflict,
imposition of sanctions, embargo, or breaking off of diplomatic relations; 4) nuclear,
chemical or biological contamination or sonic boom; 5) any law or any action taken by a
government or public authority, including without limitation imposing an export or import
restriction, quota or prohibition; 6) collapse of buildings, fire, explosion or accident; 7)
any labour or trade dispute, strikes, industrial action or lockouts (other than in each case
by the Party seeking to rely on this clause, or companies in the same group as that
Party); and 8) interruption or failure of utility service.
24.
NOTICES
24.1
Subject to clause 24.2 below all notices under this Agreement will be in writing and may
be served by recorded delivery to the other Party, by post to the other Party or fax,
addressed to the other Party at the address given in this Agreement, or at such other
address as Party will from time to time by notice in writing give to the other Party for the
purpose of service of notices under this Agreement. Every such notice will be deemed
to have been served: if served recorded delivery on the date of receipt, if by post at the
expiration of two (2) business days after postage, or if sent by fax at 10.00 am local time
on the next business day following despatch. In proving service it will be sufficient to
show, in the case of a letter, that the same was duly addressed prepaid and posted in
the manner provided and in the case of a fax, that a transmission report shows it was
transmitted to the correct telephone number.
24.2
Other notices for day-to-day communication only may be sent by email to the person
and at the email address set out below or to such other email address as may have been
notified from time to time.
To Warwick: insert recipient and e mail address
To <partnershortname>: insert recipient and e mail address
25.
VARIATION
25.1
Any variation of the terms of this Agreement shall be in writing and evidenced by the
signature of an authorised representative of each Party.
25.2
Each Party reserves the right to amend this Agreement in the light of changes to the
external UK (or other applicable) quality assurance framework by notice in writing to the
other Party.
26.
LIABILITY
26.1
Each Party shall be liable for any loss, damage or injury to the other Party resulting from
the negligent act or omission of the first Party arising during the provision of the
Course(s) and/or arising under the terms of this Agreement and each Party hereby agrees
to indemnify the other Party and keep the other Party indemnified against all costs, claims
and expenses however they arise and whether as a result of negligence, wilful misconduct
or default or otherwise.
26.2
[Subject to clauses 26.3 and 26.4, each Party’s liability whether in contract, tort,
negligence and/or by way of indemnity or otherwise including damages or compensation
payable by that Party on any claim or claims whatsoever concerning or relating directly
or indirectly to anything supplied or provided and including but not limited to claims
based on negligence, misrepresentation (other than fraudulent misrepresentation)
breach of contract or warranty, shall not in aggregate exceed the monies actually
received by that Party under the terms of this Agreement.]
26.3
Nothing in this Agreement will operate so as to exclude a Party’s non-excludable liability
in respect of death or personal injury caused by the negligence of that Party, its servants
or agents; to exclude liability for fraudulent misrepresentation or fraud or any other
matter which cannot be excluded by law.
26.4
Without prejudice to clause 26.3, neither Party shall be liable to the other, whether in
contract, tort (including negligence) or restitution, or for breach of statutory duty or
misrepresentation, or otherwise, for any loss of profit; or loss of goodwill; or loss of
business; or loss of business opportunity; or loss of anticipated saving; or loss or
corruption of data or information; or special, indirect or consequential damage suffered
by the other party that arises under or in connection with this Agreement.
26.5
Each Party will effect all necessary insurances against claims by third parties and others
which may arise out of, or incidental to, the provision of the Course(s) and collecting or
arising out of the negligent acts or defaults of that Party or any person employed or
acting on its behalf in such provision and/or any other liability arising under this
Agreement and such other insurance as may be required by law.
27.
INDEMNITY
27.1
Where a Party (“the Indemnifying Party”) is liable to indemnify the other Party (“the
Indemnified Party”) under this Agreement, such indemnity will apply provided that the
Indemnified Party:
27.1.1
Promptly gives notice of any claim to the Indemnifying Party;
27.1.2
Provides to the Indemnifying Party on request, such information and assistance in
relation to such claim as the Indemnifying Party may reasonably require, subject to the
Indemnifying Party indemnifying the Indemnified Party against all costs reasonably
incurred by it in the provision of such information or assistance; and
27.1.3
Does not make any settlement, compromise or prejudicial admission in relation to such
claim without the prior consent of the Indemnifying Party (such consent not to be
unreasonably withheld or delayed).
27.2
Nothing in this clause shall restrict or limit the Indemnified Party's general obligation at
law to mitigate a loss it may suffer or incur as a result of an event that may give rise to
a claim under this indemnity.
28.
LAW
This Agreement and any dispute or claim arising out of or in connection with it or its
subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the law of England.
29.
JURISDICTION
EITHER (if the partner is located in the UK or a country which recognises judgments of
the English courts)
[The Parties irrevocably agree that the courts of England shall have exclusive jurisdiction
to settle any dispute or claim that arises out of or in connection with this Agreement or
its subject matter or formation (including non-contractual disputes or claims) and the
Parties waive any objection to proceedings in such courts on the grounds of venue or on
the grounds that proceedings have been brought in an inappropriate form.]
OR (in all other cases)
29.1
[Any dispute arising out of or in connection with this Agreement, including any question
regarding its existence, validity or termination, shall be referred to and finally resolved
by arbitration under the London Court of International Arbitration (LCIA) Rules, which
Rules are deemed to be incorporated by reference into this clause.
29.2
The number of arbitrators shall be one.
29.3
The seat, or legal place, of arbitration shall be London.
29.4
The language to be used in the arbitral proceedings shall be English.
30.
GENERAL
30.1
Neither Party shall assign or transfer any of its rights or obligations under this Agreement
without the prior written consent of the other Party.
30.2
This Agreement including the Schedules attached hereto shall constitute the entire
understanding between the Parties in relation to its subject matter and supersedes all
prior agreements, understandings, discussions and representations made between the
Parties except for fraudulent misrepresentations.
30.3
Each Party acknowledges that, in entering into this Agreement, it has not relied on, and
shall have no right or remedy in respect of, any statement, representation, assurance or
warranty (whether made negligently or innocently) other than as expressly set out in this
Agreement.
30.4
If any clause or part of this Agreement is found by any court, tribunal, administrative
body or authority of competent jurisdiction to be illegal, invalid or unenforceable then
that provision will, to the extent required, be severed from this Agreement and will be
ineffective without, as far as is possible, modifying any other clause or part of this
Agreement and this will not affect any other provisions of this Agreement which will
remain in full force and effect.
30.5
No failure or delay by any Party to exercise any right, power or remedy will operate as a
waiver of it nor will any partial exercise preclude any further exercise of the same, or of
some other right, power or remedy.
30.6
Nothing in this Agreement shall confer on any third party any benefit or the right to
enforce any provision of this Agreement.
30.7
The Parties agree to co-operate in defending any legal claim or complaint to the Office of
the Independent Adjudicator by a student or third party arising out of the operation of
this Agreement.
30.8
All references to any legislation or part of legislation in this Agreement shall be
interpreted to include any subsequent amendments or secondary legislation.
30.9
The English language version of this Agreement shall be regarded as the authoritative
version notwithstanding that it may be translated into another language.
Signed on behalf of the University of Warwick by
date..................................
Signed on behalf of <partnerfullname> by
date..................................
SCHEDULE 1
The Course(s)