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Dated <DD MONTH YYYY>

The Trustees of The Guy’s and St Thomas’ Charity and Other Related Charities and

<XXX>

DEED OF GRANT

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This Deed is made on <DD MONTH YYYY>between:

(1) The Trustees of The Guy’s and St Thomas’ Charity and Other Related Charities, incorporated under Part VII of the Charities Act 1993, of Francis House, 9 King’s Head Yard, London SE1 1NA (the “Trustees”), in its capacity as trustee of The Guy’s and St Thomas’ Charity and other Related Charities (registered charity number 251983) (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:

a. Guy’s and St Thomas’ NHS Foundation Trust;

b. other health service bodies in Lambeth and Southwark; and

c. potentially, the health service more widely,

in helping to <DEFINE PROJECT BENEFITS>, the Trustees have 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:

1 Definitions and Interpretation

1.1 In this Deed:

“Background IP” has the meaning given in clause 3.1;

“Final Project Report” means the report to be delivered to the Trustees upon completion of the Project using the reporting template set out in Schedule 3;

“Grant” means the sum of £<GRANT VALUE> to be paid by the Trustees to <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 Trustees and <YYY> and “Party” means either one of them;

“Payment Timetable” means the payment timetable set out in Schedule 1;

“Project” means the project set out in the Project Proposal;

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“Project Proposal” means <YYY>’s project proposal as set out in Schedule 2; and

“Project IP” has the meaning given in clause 4.1.

1.2 Headings shall be ignored in construing this Deed.

1.3 The singular shall include the plural and vice versa.

1.4 References to this Deed include its Schedules and references to Recitals, Clauses and Schedules are to Recitals and Clauses of, and Schedules to, this Deed.

2 Contributions of the Parties

2.1 The Trustees shall:

2.1.1 pay 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 Trustees. For the avoidance of doubt, total payment to be made to <YYY> under this Deed shall not exceed £<GRANT VALUE>; and

2.1.2 contribute such other contributions as may be agreed with <YYY>.

2.2 <YYY> shall:

2.2.1 apply the Grant solely towards the Project;

2.2.2 notify the Trustees of the project start date with the Starting Certificate specified in Schedule 5

2.2.3 commence work on the Project within 6-months of the date of this agreement

2.2.4 complete 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

2.2.5 submit interim reports on progress using the template provided in Schedule 4 within 28 days of the payable date specified in Schedule 1;

2.2.6 provide the Trustees with a copy of any publications arising as a consequence of the Grant and the Final Project Report;

2.2.7 produce the outputs described in the Project Proposal along with any other tasks or services that are necessary in order to complete the Project.

2.2.8 notify the trustees within 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.

2.2.9 <Project Related CONDITIONS OR DELETE>.

3 Background IP

3.1 Each Party shall retain ownership of any Intellectual Property which it owned prior to the commencement of the Project (“Background IP”).

3.2 To 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.

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4 Project IP

4.1 Subject 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”).

4.2 The 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 Trustees a 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 Trustees shall not be permitted to Commercialise Project IP without the prior written consent of <YYY>.

4.4 The Parties agree that the Trustees may retain copies of any documents generated as a result of the Project.

4.5 No rights to, or any Project IP may be sold or otherwise transferred to a third party without the Trustees prior written agreement, such consent not to be unreasonably withheld. Where such consent is granted, the Trustees may impose any conditions in such respect as they see fit.

4.6 As a condition of granting consent to exploit commercially any intellectual property arising out of supported activities, the Trustees 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 Trustees, <YYY> and any third party which may have contributed to the generation of such Project IP.

4.7 Where Project IP is exploited without the prior written consent of the Trustees, <YYY> agrees to pay to the Trustees 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.

5 Acknowledgements and publicity

5.1 The support of the Trustees must be acknowledged, to the extent reasonable, in all publications, marketing materials, presentations and posters arising from the Grant provided.

5.2 Each 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 Trustees.

6 Confidentiality

6.1 Each 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 control of any confidential material or information provided to it by the other Party in or pursuant to the Deed or prepared or obtained by either Party in negotiating or pursuant to this Deed, except as may be required by law or in accordance with the express written instructions of the Party who provided the said material.

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6.2 Notwithstanding clause 6.1, either Party may disclose information 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 6.1 or 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.

6.3 Each 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.

7 Term and Termination

7.1 Subject to clause 7.4, this Deed shall continue in force until in the reasonable opinion of the Trustees’ the Project is completed.

7.2 The Trustees reserve the right to terminate the Deed at any time if, in the Trustees’ reasonable opinion, the Project is not, in any material respect, being carried out in accordance with the Project Proposal, and, within 30 days of being notified by the Trustees of such failure to perform the Project in accordance with the Project Proposal, <YYY> has not taken reasonable steps to remedy this.

7.3 In the event of termination pursuant to clause 7.2, the Trustees 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.

7.4 Either 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:

7.4.1 commits 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

7.4.2 becomes 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.

7.5 Termination of this Deed shall be without prejudice to the confidentiality provisions of clause 6, which shall remain in full force and effect.

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8 Monitoring

8.1 The Trustees 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:

8.1.1 any such monitoring, financial evaluation and auditing does not unreasonably impact on <YYY> ability to perform its obligations under this Deed; and

8.1.2 reasonable 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 Trustees in connection with its rights under clause 8.1.

9 Agency and Partnership

9.1 Neither of the Parties nor their personnel shall in any circumstances hold itself or themselves out as:

9.1.1 being the servant or agent of any other Party otherwise than in circumstances expressly or implicitly permitted by the Deed;

9.1.2 being 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

9.1.3 having the power to make, vary, discharge or waive any by-law or regulation of any kind.

9.2 Neither 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.

9.3 None of the provisions of this Deed shall 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.

10 Notices

10.1 Any 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

The Trustees of The Guy’s and St Thomas’ Charity and Other Related Charities

Address: Francis House, 9 King’s Head Yard, London SE1 1NA.

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10.2 Any 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:-

10.2.1 if 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;

10.2.2 if 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;

10.2.4 In 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.

11 Indemnity

11.1 <YYY> shall indemnify the Trustees against all and any loss, liabilities, damages and costs which may be sustained by the Trustees arising out of any breach or non-performance by <YYY> of any of its undertakings, warranties or obligations and at the request of the Trustees shall provide all such reasonable assistance as the Trustees may request to enable the Trustees to resist any action, claim or proceedings brought against it as a consequence of any such breach.

11.2 The Trustees 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.

11.3 Subject to Clause 11.5, neither Party shall have liability for any:

11.3.1 loss of profit (direct or indirect);

11.3.2 loss of revenue, loss of production or loss of business (in each case whether direct or indirect);

11.3.3 loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct or indirect);

11.3.4 loss of anticipated saving or loss of margin (in each case whether direct or indirect);

11.3.5 liability to third parties (whether direct or indirect); or

11.3.6 indirect, 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.

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11.4 In any event, the maximum liability of <YYY> to the Trustees 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 Trustees under Clause 2.

11.5 Nothing 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 Trustees 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 Trustees within ten (10) days of the <YYY> becoming aware of such.

11.6 Nothing in this Deed shall restrict the liability of either Party for death or personal injury arising from its negligence or for fraud.

12 Contracts (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.

13 Variation

13.1 The Trustees recognise 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 Trustees therefore give consent to the viring of funds between budget headings, set out in the Project Proposal, without recourse to the Trustees provided that the amount vired does not exceed more than 10 percent of the total amount awarded under this Deed.

13.2 Subject 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.

14 Counterparts

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.

15 Escalation

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 Officers in 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.

16 Illegal/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.

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17 Governing Law and Jurisdiction

17.1 This Deed and any documents to be entered into pursuant to it shall be governed by and construed in accordance with English law.

17.2 The 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:

EXECUTED as a Deed by <YYY> acting by:

…………………………… …………………… Name Signature …………………………… Job Title in the presence of: Witness Signature: ....................................................

Name: ....................................................

Address: ....................................................

....................................................

Occupation: ....................................................

EXECUTED as a Deed on behalf of The Trustees of the Guy’s and St Thomas’ Charity and Other Related Charities by: …………………………… …………………… Name Signature …………………………… Job Title in the presence of Witness Signature: ....................................................

Name: ....................................................

Address: ....................................................

....................................................

Occupation: ....................................................

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Sort code: ____________________________ Account number: ______________________

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Schedule 2

Project Proposal

<INSERT PROPOSAL>

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Schedule 3

Final Project Reporting Template

EVALUATION OF PROJECT

To: Name: Address: Project details:

Code: Project Title:

Date awarded: Amount awarded:

Starting date: The information you supply will be circulated to the members of the Executive Funding Team to assist them with future decision-making and the application of the charitable funds. In addition a final financial report accounting for the expenditure on this grant will be sought. Please return the form by the date given below:

1. Achievement of objectives

In the original application you intended to achieve the objectives set out below. For each of these objectives please describe the extent to which it was achieved, including reference to the achievement of milestones. 2. Additional benefit Did the project achieve anything in addition to the stated objectives? 3. Success criteria What, in your opinion, were the factors that contributed to the success of the project? 4. Problems If the project did not go according to plan, what were the major problems?

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5. Sustainability Now that the charitable funds have been spent, how will the success of the project be sustained? 6. Dissemination of learning If appropriate, the Charity will notify the availability of this evaluation on its website in case the wider NHS can benefit. Please give the name and details of the preferred contact if it is not the grantholder to whom this is addressed. How have you/will you disseminate the lessons of the project. Grant holder signature:

Name :

Date:

Please complete the financial report below.

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Project Award Financial Report Project Reference Project Title Year 1 Year 2 Year 3 TOTAL £ £ £ £ Building Budget - - - - Building Actual - - - - Equipment Budget - - - - Equipment Actual - - - - Consumables Budget - - - - Consumables Actual - - - - Salaries Budget - - - - Salaries Actual - - - - Other Budget - - - - Other Actual - - - - Total Budget - - - - Total Actual - - - - (Overspend)/Underspend - Please attach any back up report from your finance system I confirm that the above expenditure was incurred and the figures stated are accurate (this needs to be signed by a finance manager) Signed:

Name: Position: Date: Please return this form to: For the attention of the Funding Assistant Guy’s and St Thomas’ Charity 2nd floor, Francis House 9 King’s Head Yard London SE1 1NA

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Schedule 4

Interim (Milestone) Reporting Template

MILESTONE REPORT

Name Address The above is the first-named applicant for the funding detailed below. If this information is out of date, please enter correct details below. Title First name Last name Address Telephone no. Fax no. Email The purpose of this form is to keep the Charity informed of progress with projects they are funding. It should be returned by: Please note that if the form is not returned by the due date, future payments against the grant (if applicable) will be delayed. If you have any queries about this form please do not hesitate to contact the Grants Administrator on 020 7089 4560 or email grants@gsttcharity.org.uk 1. Project details Project Title Code Date awarded Amount awarded

Starting date Objectives (as set out by applicant in application form)

2. Progress against Milestones Please give brief details of progress made against the objectives and milestones set out in the original application: 3. Is progress FULLY, PARTIALLY or NOT in line with expectations? 4. If PARTIALLY or NOT in line with expectations, are you able to identify the problems

and will you be able to overcome them?

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5. Please enter expenditure against the project during the preceding period Budget head Amount Brief details Building Equipment Consumables Other (capital) Other (revenue) Staffing DECLARATION I confirm that the funding is being expended in accordance with the objects of the project. Signature Print name Date Return form to: For the attention of the Funding Assistant Guy’s and St Thomas’ Charity 2nd floor, Francis House 9 King’s Head Yard London SE1 1NA

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Schedule 5

Starting Certificate

Award Holder: <YYY> Project name: <ZZZ> Project code (Charity): <GRANT REFERENCE> Amount Awarded: £<GRANT VALUE> The project will start on this date:

<DD/MM/YYYY>

Signed: ………………………………………………………… Dated: ……………………………….. Please return this certificate, within six months of the execution of the deed of grant. Funding Assistant Guy's & St. Thomas' Charity 2nd Floor, Francis House 9 King’s Head Yard London SE1 1NA