Guy’s and St Thomas’ Charity
and
<XXX>
DEED OF GRANT
This Deedis made on<DD MONTH YYYY>between:
(1)Guy’s and St Thomas’ Charity, of Francis House, 9 King’s Head Yard, London SE1 1NA(registered charity number 1160316) (the “Charity”)
and
(2)<XXX> of INSERT ADDRESS, UK(“<YYY>”)
Whereas:
(A)<YYY> undertakes to deliver the project titled “<ZZZ>” to <PROJECT DESCRIPTION>
(B)The object of the Charity is to further:
“Any charitable purpose or purposes relating to the general or any specific purposes of the Guy’s and St Thomas’ NHS Foundation Trust or the purposes of the health service (as described in section 1 of the NHS Act 2006 or any statutory modification of that section).”
(C)In recognition of the potential benefits of “<ZZZ>” to:
- Guy’s and St Thomas’ NHS Foundation Trust;
- other health service bodies in Lambeth and Southwark; and
- potentially, the health service more widely,
in helping to DEFINE PROJECT BENEFITS,theCharity has agreed to make a grant of up to £<GRANT VALUE> to <YYY>, on the terms, but subject to the conditions, of this Deed.
It is agreed as follows:
1Definitions and Interpretation
1.1In this Deed:
“Background IP” has the meaning given in clause3.1;
“End of Grant Report” means the report to be delivered to the Charity upon completion of the Project using the reporting template provided by the Charity;
“Grant” means the sum of £<GRANT VALUE>to be paid by the Charityto <YYY> in accordance with the terms of this Deed;
“Intellectual Property” means all trade marks, trade names, domain names, logos, patents, inventions, registered and unregistered design rights, copyrights, database rights and all other similar rights in any part of the world including, where such rights are obtained or enhanced by registration, any registration of such rights and applications and rights to apply for such registrations;
“Parties” means the Charity and <YYY> and “Party” means either one of them;
“Payment Timetable” means the payment timetable set out in Schedule 1;
“Project” means the projectset outin the Project Proposal;
“Project Proposal” means <YYY>’s project proposal as set out in Schedule 2; and
“Project IP” has the meaning given in clause 4.1.
1.2Headings shall be ignored in construing this Deed.
1.3The singular shall include the plural and vice versa.
1.4References to this Deed include its Schedules and references to Recitals, Clauses and Schedules are to Recitals and Clauses of, and Schedules to, this Deed.
2Contributions of the Parties
2.1The Charityshall:
2.1.1pay the Grant to <YYY>in accordance with the Payment Timetable, PROVIDED that if VAT is payable such payments will not be made without <YYY> issuing a valid VAT invoice to the Charity. For the avoidance of doubt, total payment to be made to <YYY> under this Deed shall not exceed £<GRANT VALUE>;and
2.1.2contribute such other contributions as may be agreed with <YYY>.
2.2<YYY> shall:
2.2.1apply the Grant solely towards the Project;
2.2.2notify the Charity of the project start date with a Starting Certificate and accompany this with a detailed milestone plan (using the templates provided by the Charity)
2.2.3commence work on the Project within 6-months of the date of this agreement
2.2.4complete the project within the timescale identified in the Project Proposal, but no later than <XYZ> months from the date on the completed starting certificate returned to the Charity and denoting the start of the project (this will be sent to you on receipt of the signed deed)
2.2.5submit interim monitoring reports (using the template provided by the Charity), and an end of grant report (using the template provided by the Charity), within 28 days of the payable date specified in Schedule 1;
2.2.6provide the Charitywith a copy of any publications arising as a consequence of the Grantand any further reports or evaluations;
2.2.7provide a follow up post grant report 12 months after the closure of this grant (using the template provided by the Charity)
2.2.8produce the outputs described in the Project Proposal along with any other tasks or services that are necessary in order to complete the Project.
2.2.9notify the Charitywithin 10 (Ten) working days of any material changes to the project for example (but not exclusively) changes in key personnel,applicants or the occurrence of events or circumstances that make it likely that the Project may be delayed or cannot be produced.
2.2.10Project Related CONDITIONSOR DELETE>.
3Background IP
3.1Each Party shall retain ownership of any Intellectual Property which it owned prior to the commencement of the Project (“Background IP”).
3.2To the extent that a Party makes Background IP available for use by the other Party during the course of the Project, that Party hereby grants a non-exclusive, perpetual, royalty-free licence to the other Party to use such Background IP.
4Project IP
4.1Subject to clause 3.1, the Parties agree that <YYY> shall be the sole owner of any Intellectual Property (and any improvements or developments thereof) generated as a result of the Project (“Project IP”).
4.2The Parties acknowledge that Project IP may be embodied in a number of diverse forms (but not exclusively), such as reports, training materials, services and service components, tools, systems and places, video presentations, practical physical products, design briefs for architectural projects and websites.
4.3<YYY> hereby grants to the Charitya non-exclusive, royalty-free, irrevocable and perpetual licence to use the Project IP solely for the purposes of promoting its provision of support for the Project and for communication of its activities to its stakeholders and any other interested party, provided that the Charityshall not be permitted to Commercialise Project IP without the prior written consent of <YYY>.
4.4The Parties agree that the Charity may retain copies of any documents generated as a result of the Project.
4.5No rights to, or any Project IP may be sold or otherwise transferred to a third party without the Charity prior written agreement, such consent not to be unreasonably withheld. Where such consent is granted, the Charity may impose any conditions in such respect as they see fit.
4.6As a condition of granting consent to exploit commercially any intellectual property arising out of supported activities, the Charity and <YYY> shall enter into a revenue sharing agreement in order to agree the terms for sharing any revenue or other benefits generated from the commercialisation of such Project IP. The parties to this discussion shall be the Charity, <YYY> and any third party which may have contributed to the generation of such Project IP.
4.7Where Project IP is exploited without the prior written consent of the Charity, <YYY> agrees to pay to the Charity fifty per cent (50%) of all income received from the exploitation of the Project IP. Such payments will be made prior to the deduction of taxes, expenses or any other costs.
5Acknowledgements and publicity
5.1The support of the Charity must be acknowledged, to the extent reasonable, in all publications, marketing materials, presentations and posters arising from the Grant provided.
5.2Each Party shall notify the other Party, to the extent reasonable, as soon as reasonably possible, before contacting the media or making comments to the media about any project, or other activity, funded by the Charity.
6Confidentiality
6.1Each Party shall,during the Project and at any time after the end of the Project, take all reasonable steps to ensure that it does not divulge or dispose of or part with possession, custody, or controlof any confidential material or information provided to it by the other Partyin or pursuant to the Deedor prepared or obtained by either Partyin negotiating or pursuant to thisDeed,except as may be required by lawor in accordance with the express written instructions of the Party who provided the said material.
6.2Notwithstanding clause 6.1, eitherParty may discloseinformation which would otherwise be considered confidential if:
(i)the information is known to the Party making the disclosure before its receipt from the other Party, and not already subject to any obligation of confidentiality to the other Party;
(ii)the information is or becomes publicly known without any breach of clause 6.1or any other obligation of confidentiality;
(iii)the information has been obtained by the Party making the disclosure from a third party in circumstances where the Party making the disclosure has no reason to believe that there has been a breach of an obligation of confidentiality owed to the other Party;
(iv)the disclosure is required by any law or regulation or any order of a court of competent jurisdiction; or
(v)the information is approved for release in writing by the other Party.
6.3Each Party shall procure that anyone having access to confidential information through such Party shall be shall be subject to the same confidentiality obligations as those set out in this clause.
7Term and Termination
7.1Subject to clause7.4, this Deed shall continue in force until in the reasonable opinion of the Charity’the Project is completed.
7.2The Charity reserve the right to terminate the Deed at any time if, in the Charity’ reasonable opinion,the Project is not, in any material respect, being carried out in accordance with theProject Proposal, and, within 30 days of being notified by the Charityof such failure to performthe Project in accordance with the Project Proposal,<YYY> has not taken reasonable steps to remedy this.
7.3In the event of termination pursuant to clause 7.2, the Charity shall give due notice and the reason will be given in writing. Any expenditure properly and necessarily incurred by <YYY> in relation to the Project after the termination notice is given will be reimbursed.
7.4Either Party may, without prejudice to any accrued rights or remedies of the other Party hereunder, terminate this Deed by notice in writing with immediate effect if the other Party:
7.4.1commits a material breach of this Deed that:
(i)is capable of remedy and the Party fails to remedy the breach within 30 days of receiving notice of that breach; or
(ii)is not capable of remedy; or
7.4.2becomes insolvent or is wound up or is otherwise dissolved or if an administrator or receiver is appointed or if that Party makes a composition or arrangement with its creditors or a liquidator is appointed.
7.5Termination of this Deed shall be without prejudice to the confidentiality provisions of clause 6, which shall remain in full force and effect.
8Monitoring
8.1The Charity reserve the right to carry out reasonable monitoring, financial evaluation and auditing of the Project to ensure that the agreed outputs, as set out in the Project Proposal are met, provided that:
8.1.1any such monitoring, financial evaluation and auditing does not unreasonably impact on <YYY> ability to perform its obligations under this Deed; and
8.1.2reasonable notice is given to <YYY> prior to any inspection of documents or records relevant to the Project in whatever form.
8.2<YYY> will co-operate fully with any reasonable requests for information required by the Charity in connection with its rights under clause 8.1.
9Agency and Partnership
9.1Neither of the Parties nor their personnel shall in any circumstances hold itself or themselves out as:
9.1.1being the servant or agent of any other Party otherwise than in circumstances expressly or implicitly permitted by the Deed;
9.1.2being authorised to enter into any contract on behalf of the other Party or in any other way to bind the other Party to the performance, variation, release or discharge of any obligation otherwise than in circumstances expressly or implicitly permitted by the Deed; or
9.1.3having the power to make, vary, discharge or waive any by-law or regulation of any kind.
9.2Neither of the Parties nor their employees shall in any circumstances enter into a contract or any arrangement on behalf of any other Party that purports to bind the other Party to the performance, variation, release or discharge of any obligation.
9.3None of the provisions of this Deedshall be deemed to constitute a partnership or joint venture between the Parties and neither of them shall have any authority to bind the other in any way.
10Notices
10.1Any notice, claim or demand in connection with this Deed shall be sufficiently given to the recipient at its address set out below or in any Deed of Accession or any other address notified to the sender by the recipient for the purposes of this Deed.
<XXX>
Address: <INSERT ADDRESS, UK
Guy’s and St Thomas’ Charity
Address: Francis House, 9 King’s Head Yard, London SE1 1NA.
10.2Any notice shall be in writing in English and may be sent by courier or prepaid first class post. A notice shall be deemed to have been served as follows:-
10.2.1if delivered personally at the time of delivery or, if not delivered during normal business hours on any day that banks in the City of London are open for business not being a Saturday or Sunday (‘a Business Day’), at 9.30 am on the Business Day next following the date of delivery;
10.2.2if posted, on the second Business Day after the envelope containing the same was delivered into the custody of the Royal Mail, or if such period expires other than on a Business Day, at 9.30 am on the next Business Day; and
10.2.3 if sent by facsimile transmission at the time of despatch or, if outside normal business hours, at 9.30 am on the Business Day next following the day upon which the same was despatched;
10.2.4In proving such service it will be sufficient to prove that personal delivery was made or that the envelope containing such notice was properly addressed as a prepaid first class recorded delivery letter or that the facsimile transmission was properly addressed and despatched.
11Indemnity
11.1<YYY> shall indemnify the Charity against all and any loss, liabilities, damages and costs which may be sustained by the Charity arising out of any breach or non-performance by <YYY> of any of its undertakings, warranties or obligations and at the request of the Charity shall provide all such reasonable assistance as the Charity may request to enable the Charity to resist any action, claim or proceedings brought against it as a consequence of any such breach.
11.2The Charity accept no responsibility for any use which may be made of any work carried out under or pursuant to this Deed or of the results of the Project, nor for any reliance which may be placed on such work or results, nor for advice or information given in connection with them.
11.3Subject to Clause 11.5, neither Party shall have liability for any:
11.3.1loss of profit (direct or indirect);
11.3.2loss of revenue, loss of production or loss of business (in each case whether direct or indirect);
11.3.3loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct or indirect);
11.3.4loss of anticipated saving or loss of margin (in each case whether direct or indirect);
11.3.5liability to third parties (whether direct or indirect); or
11.3.6indirect, consequential or special loss
arising out of or in connection with this Deed, whether in contract, tort, misrepresentation, under statute or otherwise, howsoever caused including negligence and any liability under an indemnity contained in this Deed and/or arising from a breach of, or a failure to perform or defect or delay in performance of, any of Parties obligations under this Deed.
11.4In any event, the maximum liability of <YYY> to the Charity under or otherwise in connection with this Deed or its subject-matter shall, subject to Clause 11.5, not exceed the return of all money provided by the Charity under Clause 2.
11.5Nothing shall relieve <YYY>, including the <YYY>’s staff, sub-contractors or agents from any liability arising from their own fraud, wilful misconduct or gross negligence and <YYY> shall fully indemnify the Charity for any direct costs, claims, damages or losses suffered by it related thereto. Any and all instances of fraud, wilful misconduct, or gross negligence arising under this Agreement shall be notified to the Charity within ten (10) days of the <YYY> becoming aware of such.
11.6Nothing in this Deed shall restrict the liability of either Party for death or personal injury arising from its negligence or for fraud.
12Contracts (Rights of Third Parties) Act 1999
This Deed does not create any rights under the Contracts (Rights of Third Parties) Act 1999 which is enforceable by any person who is not a party to it.
13Variation
13.1The Charity recognises that projects may not progress as planned and that there may need to be amendments to an award to reflect a change in circumstances. The Charity therefore give consent to the viring of funds between budget headings, set out in the Project Proposal, without recourse to the Charity provided that the amount vired does not exceed more than 10 percent of the total amount awarded under this Deed.
13.2Subject to Clause 13.1 no variation of this Deed shall be effective unless in writing and signed by or on behalf of each of the Parties.
14Counterparts
This Deed may be entered into in any number of counterparts, all of which taken together shall constitute one and the same instrument. Any Party may enter into this Deed by signing any such counterpart.
15Escalation
If the Parties are unable to reach agreement on any issue concerning this Deed or the Project within 14 days after one Party has notified the other of that issue, they will refer the matter to their Chief Executive Officersin an attempt to resolve the issue within 14 days after the referral. Either Party may bring proceedings in accordance with clause 17 if the matter has not been resolved within that 14 day period, and either Party may apply to the court for an injunction, whether or not any issue has been escalated under this clause.
16Illegal/unenforceable provisions
If the whole or any part of any provision of this Deed is void or unenforceable in any jurisdiction, the other provisions of this Deed, and the rest of the void or unenforceable provision, will continue in force in that jurisdiction, and the validity and enforceability of that provision in any other jurisdiction will not be affected.
17Governing Law and Jurisdiction
17.1This Deed and any documents to be entered into pursuant to it shall be governed by and construed in accordance with English law.
17.2The Parties irrevocably agree that the courts of England are to have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Deed and any documents to be entered into pursuant to it and that accordingly any proceedings arising out of or in connection with this Deed shall be brought in such courts.
EXECUTED AS A DEED and delivered by the Parties on the date stated at the beginning of this document: