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FUTURE WORKFORCE FUND

GRANTS PROGRAMME

Grant Agreement

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This Agreement, dated ………………………………, is made between:

I. The Prince’s Trust, a company incorporated by Royal Charter (RC000772), registered as a

charity in England and Wales (1079675) and Scotland (SC041198), with its registered office at

8 Glade Path, London SE1 8EG (PT); and

II. The Organisation ………………………. details of which are set out in Schedule 1 (the

“Organisation”)

BACKGROUND:

A. PT is the recipient of grant funding, known as the Future Workforce Fund (“GMCA Funding”),

from the Greater Manchester Combined Authority (“GMCA”) under a deed dated 3 October

2019 (the “GMCA Deed”). Under the GMCA Deed, PT will provide training and support to young

people aged 11 – 25 in Greater Manchester, helping them to progress from unemployment and

economic inactivity into employment, education and training (the “Aims”).

B. PT is passing a proportion of the GMCA Funding to third parties as grants to be applied in

accordance with the aims (the “Grant”). The Organisation has applied for a Grant and this

Agreement governs the terms of PT’s provision of the Grant.

1 Definitions and Interpretation

1.1 The following terms and expressions have the meanings set out below:

“Application Form” means the application by the Organisation to PT in respect

of the Grant, as set out at Schedule 4;

“Background IP” means any IP, other than Foreground IP, that are used in

connection with the Project by the Party owning it;

“Beneficiary” means a person age 14 to 25 who is participating in the

Project in order to benefit from the Aims;

“Confidential Information” means any information of a confidential nature in any form

obtained under this Agreement or relating to this Agreement

and shall include any information in relation to PT, GMCA

and/or the GMCA Deed;

“Contract Manager” means the employee who has management responsibility

for this Agreement and the Grant as set out in Schedule 1

or nominated by each Party in writing from time to time;

“Control” means as defined in section 1124 of the Corporation Tax Act

2010;

“Data Controller, Data

Processor, Data Protection

Officer, Data Subject, Data

Subject Access Request,

Personal Data, Personal

has the meaning given in the Data Protection Laws;

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Data Breach, Special

Categories of Data”

“Data Protection Laws” means (i) the Data Protection Act 2018; and, (ii) the EU

General Data Protection Regulation (EU) 2016/679 and any

national implementing legislation, from time to time;

“Data Loss Event” means any event that results, or may result, in unauthorised

access to Personal Data under this Agreement, and/or

actual or potential loss and/or destruction of Personal Data

in breach of this Agreement, including any Personal Data

Breach;

“DBS” means the Disclosure and Barring Service;

“Due Diligence Checklist” means the checklist provided by PT and set out at Schedule

5 for completion prior to payment of the Grant;

“Events of Default” means the events listed at clause 11 which trigger PT’s

rights in respect of the remedies set out at clause 12;

“Force Majeure Event” means an act or event or other circumstance beyond a

Party’s reasonable control which affects the performance by

that Party of its obligations in this Agreement, such as (but

not limited to) disaster, fire, flood, actual or threatened

terrorist attack, pandemic or government restrictions on

social gatherings, public health crisis;

“Grant” means the grant provided by PT to the Organisation in

accordance with the terms of this Agreement, as more

particularly set out at Schedule 2;

“IP” means any and all inventions, patents, trademarks, signs or

service marks, rights in designs, trade or business names

(including domain names and email addresses), rights in

know-how, copyrights (including rights in computer

software), moral rights, rights to use, image rights and all

rights or forms of protection of a similar nature (whether

registered or unregistered and including applications for

registration of any such thing);

“Malicious Software” means any software program or code intended to destroy,

interfere with, corrupt, or cause undesired effects on

program files, data or other information, executable code or

application software macros, whether or not its operation is

immediate or delayed, and whether the malicious software

is introduced wilfully, negligently or without knowledge of its

existence;

“Platform” means any software and/or online service or application

used in the delivery of the Project;

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“Prevent Duty” means the duty under s26 Counter-Terrorism and Security

Act 2015 to prevent people from being drawn into terrorism,

including (without limitation) through online radicalisation ,

as set out under UK government guidance:

https://www.gov.uk/government/publications/prevent-duty-

guidance;

“Project” means any activities funded by the Grant including but not

limited to the activities set out Schedule 4 and which may

further be agreed between the Parties from time to time;

“Review Meeting” means a meeting between the Parties to assess the

success of the Project in accordance with clause 15;

“RIDDOR” means the Reporting of Injuries, Diseases and Dangerous

Occurrence Regulations 2013;

“Safeguarding” means the procedures, protocols and arrangements that

provide young people with protection from abuse and

protect and promote their wellbeing;

“Safeguarding Incident” means any indication or allegation (except for where

manifestly false) of:

(i) inappropriate behaviour; or

(ii) abuse suffered during Project activities;

by any person involved in the Project, including any

Beneficiary, employee, secondee or volunteer, whether

engaged by the Organisation, PT or any Sub-contractor;

“Serious H&S Incident” means any incident taking place during the Project in which

any person suffers serious harm, including an incident

which is reportable under RIDDOR;

“Sub-contractor” means an entity to which the Organisation sub-contracts

any element of the Project in accordance with clause 19;

“Term” means the term of this Agreement as set out in Schedule 2

or until the Agreement is otherwise terminated in

accordance with clause 12.

1.2 In this Agreement (subject to manifest contrary intention):

1.2.1 where there is more than one Project provided according to the terms of this

Agreement (as specified in Schedule 2) every reference to ‘the Project’ shall be

a reference to each and every Project provided in accordance with this

Agreement;

1.2.2 references to one gender include all genders; references to persons include an

individual, company, corporation or partnership; and references to the singular

include the plural and vice versa;

1.2.3 references to this Agreement shall include any Schedules to it and references

to clauses and Schedules are to clauses of, and Schedules to, this Agreement

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(unless the context otherwise requires); terms defined in the

Schedules and not in the main body of this Agreement shall have

the meanings given to them in such Schedules; and the Schedules

appended to this Agreement are deemed to be incorporated and

form part of this Agreement;

1.2.4 headings to clauses are for reference only and not interpretation;

1.2.5 reference to any statute or statutory provision shall include references to it as

amended, supplemented or re-enacted from time to time, and all subordinate

legislation made from time to time under that statute or statutory provision;

1.2.6 every indicative list, or use of the words "including", “for example” or “in

particular”, or any similar words or expression apply without limitation, without

prejudice to the generality and shall not limit the sense of the words following

those terms; and;

1.2.7 references to a Party shall include that Party’s successors and permitted

assigns.

2 The Grant

2.1 PT unconditionally and freely agrees to provide the Grant to the Organisation in the

expectation that it will be used in order to support the activities set out in Schedule 4

or as otherwise agreed between the Parties from time to time.

2.2 If it becomes impossible or impractical to use any portion of the Grant for the purposes

set out in clause 2.1 above, the Parties will agree to apply the Grant in line with the

Aims. If the Grant has not been applied in line with the Aims within such timescale

reasonably determined by PT, PT may determine that an Event of Default has

occurred in accordance with clause 11.1.6 and shall have the right to exercise the

remedies set out under clause 12.

3 Health and Safety

3.1 The Organisation shall:

3.1.1 comply with all laws applicable to health and safety (referred to in this clause

as the “H&S Legislation”) in relation to this Agreement and the Project, and

for the avoidance of doubt, agrees that PT shall have no liability whatsoever for

the discharge of the obligations of the Organisation under the H&S Legislation;

3.1.2 ensure that the highest standards are applied in protecting the health and

safety of all those involved in the Project;

3.1.3 be solely responsible for the health and safety of all those involved in the

Project, save to the extent that any breach of the H&S Legislation is caused by

the negligence of PT, volunteers engaged by PT, or its employees acting in the

course of their employment;

3.1.4 complete a Due Diligence Checklist, as set out in Schedule 5, prior to

commencing the Project and prior to PT’s payment of the Grant;

3.1.5 have and implement appropriate policies with regard the nature of the Project,

including ensuring and communicating to Beneficiaries the importance of

regular breaks from screen, movement and hydration;

3.1.6 deliver the Project in accordance with its health and safety policy and the

practices outlined in the information provided to PT, including in the Application

Form and the Due Diligence Checklist;

3.1.7 prior to the commencement of the Project, complete a risk assessment in

accordance with the Organisation’s policies;

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3.1.8 comply with all reasonable guidance provided by PT from time to

time;

3.1.9 on reasonable request from PT, provide:

(i) a copy of the Organisation’s health and safety policy;

(ii) an overview of the Organisation’s safety management system;

(iii) examples of the Organisation’s risk assessments; and

(iv) any other relevant information that PT requests.

3.1.10 give an appropriate health and safety briefing to all Beneficiaries at the

commencement of the Project and at all appropriate times thereafter;

3.1.11 notify PT as soon as practicable of any material changes in its or any

Subcontractors’ health and safety policy, competent person appointed under

The Management of Health and Safety at Work Regulations 1999, any

amendments to the approach to health and safety that would affect the Project;

and

3.1.12 ensure that any Sub-contractors comply with this clause.

3.2 If a Serious H&S Incident occurs during the Project, the Organisation shall:

3.2.1 manage the incident in line with its health and safety policies;

3.2.2 where required by RIDDOR, report the incident to the relevant enforcing

authority and forward a copy of the report to PT; and

3.2.3 notify PT within 24 hours and assist with any investigation which PT

reasonably requires.

3.3 Notwithstanding the above, PT shall have no responsibility to the Organisation for

establishing whether the Organisation or any Subcontractor is compliant with the H&S

Legislation.

3.4 All notices to PT under this clause shall be sent to the PT Contract Manager and the

PT health and safety team (health.safety@princes-trust.org.uk).

4 Safeguarding Children and Young People

4.1 The Organisation shall have comprehensive policies, procedures and processes which

clearly set out the specific arrangements in place for Safeguarding, including

protecting children and adults at risk (as defined by the Care Act 2014) from

maltreatment and abuse. This shall include, without limitation, effective responses to

conflicts, abuse, bullying, threats or any other challenging online behaviour which may

be demonstrated by Beneficiaries. For the avoidance of doubt, this shall be in

accordance with all relevant legislation and guidance, including guidance issued by the

UK Government in relation to the Organisation’s Prevent Duty (if applicable) and

keeping young people safe online.

4.2 Where applicable, the Organisation shall ensure that it delivers its obligations under

this Agreement in accordance with the requirements of the DBS, Disclosure Scotland

or AccessNI (or equivalent body) with regard to working with children under the age of

eighteen or vulnerable adults (as defined by the DBS). All staff and volunteers who

communicate with Beneficiaries under the age of 18 must have an enhanced DBS

check (or country equivalent).

4.3 The Organisation shall comply with all instructions, policies and guidance provided by

PT in relation to Safeguarding from time to time, including keeping Beneficiaries safe

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online, how to moderate virtual conversations, which Platforms should be

used and how these are to be used. The Organisation shall ensure that all

Beneficiaries have the resources and knowledge to be able to confidentially

report any Safeguarding concerns to PT from within the Platform.

4.4 The Organisation shall ensure that an appropriate member of staff or volunteer shall

supervise all conversations which are taking place between Beneficiaries as part of the

Project.

4.5 PT may from time to time review the Organisation’s Safeguarding policies and

practices, for which the Organisation shall provide full cooperation and provide all

relevant information requested by PT as soon as reasonably practicable.

4.6 The Organisation shall ensure that every Beneficiary shall have:

4.6.1 a single point for contact for any concerns in relation to Safeguarding; and

4.6.2 appropriate supervision during the Project, so as to provide a high standard of

Safeguarding.

4.7 Upon the occurrence of any Safeguarding Incident, the Organisation shall immediately:

4.7.1 ensure that any alleged perpetrator shall be removed from any contact with the

Beneficiaries until such time as the Safeguarding Incident has been resolved to

the satisfaction of PT, the Organisation and any relevant statutory service; and

4.7.2 take all necessary steps to protect any Beneficiary who may be affected by the

Safeguarding Incident and trigger appropriate response action, including,

where appropriate, reporting the Safeguarding Incident to any relevant

statutory service, thoroughly investigating the Safeguarding Incident and

undertaking an urgent consultation with PT.

4.8 The Organisation shall notify PT of any allegation or indication of inappropriate

behaviour, or if a general Safeguarding concern is raised such that the Organisation

reasonably believes that Beneficiary may be at risk of serious harm, by contacting the

PT Contract Manager, and the PT safeguarding team (safeguarding@princes-

trust.org.uk).

4.9 Notwithstanding the above, PT shall have no responsibility to the Organisation for

establishing whether the Organisation or any Subcontractor is compliant with

Safeguarding legislation.

4.10 Protecting People

The Organisation shall ensure that the highest standards are applied in protecting every

person involved in the Project.

5 Warranties

5.1 The Organisation warrants that all information provided by the Organisation to PT,

including, without limitation, information provided in the Due Diligence Checklist and

Application Form, is true and accurate (so far as the Organisation is reasonably aware)

and given in good faith, and the Organisation shall notify PT without undue delay if it

becomes aware that any of this information is or may not be true and accurate.

6 Reputation, Publicity and Intellectual Property

6.1 Both Parties recognise the importance of the reputation of their respective

organisations. Each Party will fulfil their obligations under this Agreement in a manner

which in the reasonable opinion of the other does not and is not likely to damage or

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otherwise adversely impact the other Party’s name, image, reputation or IP,

bring HRH The Prince of Wales or any other member(s) or employee(s) of

the Royal Household or PT into disrepute.

6.2 Neither party shall make use of the other’s name, trademarks or other IP without prior

written consent (not to be unreasonably withheld or delayed).

6.3 The Organisation shall not make use of GMCA’s name or IP without prior written

consent.

6.4 All IP arising or used in accordance with this Agreement shall remain the exclusive

property of the party owning it.

6.5 Neither Party shall publicise the Grant or the existence or terms of this Agreement

without prior written consent of the other (such consent not to be unreasonably

withheld).

6.6 Where requested by PT or GMCA, the Organisation shall credit GMCA in publicity

relating to the Project. The Organisation shall cease to use and remove all references

to, and IP belonging to, GMCA immediately on request.

6.7 Either Party shall notify the other in writing, giving full particulars, within 48 hours of

becoming aware of any actual, reasonably suspected or threatened: infringement of

the other Party’s IP Rights; or claim that the exercise of the other Party’s IP Rights

under this Agreement infringes the rights of any third party. Each Party shall provide

reasonable assistance to the other, at the other Party’s cost, in the event that the other

Party is in dispute with a third party in relation to the exercise of IP Rights under this

Agreement.

7 Data Protection

7.1 The Parties acknowledge that for the purposes of the Data Protection Laws, both

Parties are Data Controllers. Both Parties shall only process the Personal Data as set

out in Schedule 3.

7.2 Each Party undertakes that it shall comply with all obligations and requirements of

good practice concerning its storage, use and sharing of Personal Data as defined in

the Data Protection Laws, and relevant non-statutory guidance.

7.3 Each Party shall ensure that they have all necessary appropriate consents and notices

in place to enable lawful transfer of the Personal Data for the duration and purposes of

this Agreement.

7.4 If either Party becomes aware that there are inaccuracies in the Personal Data, they

shall promptly notify the other Party. In addition, if the Parties are aware of

inaccuracies in the Personal Data, both Parties will take steps to correct these.

7.5 Both Parties must enter into Controller to Processor data sharing agreements with any

Processors.

7.6 The Parties agree that the responsibility for complying with any Data Subject Access

Request from a Data Subject falls to the Party receiving the request in respect of the

Personal Data held by that Party.

7.7 The Parties agree to provide reasonable assistance as is necessary to each other to

enable them to comply with Data Subject Access Requests and to respond to any

other queries or complaints from Data Subjects.

7.8 Neither Party shall retain or process Personal Data for longer than is necessary to

carry out this Agreement.

7.9 Each Party shall ensure that, upon termination, any Personal Data is returned to the

Party that disclosed the Personal Data or if requested, destroyed.

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7.10 The Parties will ensure they have in place appropriate Protective Measures

to prevent unauthorised or unlawful processing of the Personal Data and the

accidental loss, theft or destruction of, or damage to, the Personal Data,

which may include the following methods if appropriate, or alternative

methods which provide at least the same level of security:

7.10.1 both Parties agree that Personal Data may be transferred either by entry onto

a shared database, online system, by email, post or by a physical data storage

device, such as an encrypted disk or USB stick;

7.10.2 Personal Data entry on any shared database or online system will be protected

by a secure password of eight or more characters in length;

7.10.3 any Personal Data transferred on a physical data storage device will be

protected by a secure password and meet the standard defined in clause

7.10.2and on confirmation of receipt of Personal Data, the Party will

communicate the password in respect of that Personal Data by a separate

email; and

7.10.4 both Parties agree not to keep the Personal Data on any laptop or other

removable drive or device unless that device is protected by being fully

encrypted to FIPS-140-2 standard, and the use of the device or laptop is

necessary for the Project. Where this is necessary, the Parties will keep an

audit trail of which laptops/drives/devices the Personal Data are held on.

7.11 Each Party shall ensure that:

7.11.1 all persons authorised by each Party to process Personal Data are bound by

appropriate confidentiality and data protection obligations; and

7.11.2 access to the Personal Data is limited to those relevant personnel who need

access to the Personal Data.

7.12 The relevant Party shall notify the other immediately after becoming aware of any

Personal Data Breach in relation to the Personal Data or any breach of this

Agreement.

7.13 In the event of a Personal Data Breach, the relevant Party shall provide the other with

full co-operation and assistance in dealing with the Personal Data Breach, in relation

to:

7.13.1 resolving any data privacy or security issues involving any Personal Data; and

7.13.2 making any appropriate notifications to individuals affected by the Personal

Data Breach or to the relevant authority.

7.14 The relevant Party shall investigate the Personal Data Breach in the most expedient

time possible and shall then provide the other Party as soon as possible thereafter

(and in any event within 72 hours) with a detailed description of the Personal Data

Breach, the type of Personal Data that was the subject of the Personal Data Breach,

and any other information that the other Party may request concerning the Personal

Data Breach.

7.15 PT is required to transfer certain information to GMCA in its capacity as the funding

authority. PT is also required to transfer certain data items to an external auditor for

evaluation purposes.

7.16 Personal Data will be collected from the Beneficiaries by PT and shared with GMCA in

order to ensure the Beneficiary meets all eligibility requirements, as well as to fulfil

obligations under the Future Workforce Fund grant agreement and provide support

and information that is required for evaluation purposes.

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7.17 PT reserves the right to request a copy of the Organisation’s data protection

policy. PT has no responsibility for ensuring that any such policy is

compliant with Data Protection Laws.

8 Insurance

The Organisation shall have in place and maintain in force appropriate insurance with

a reputable insurer for the duration of the Term, including but not limited to public

liability insurance, to cover the liabilities that may arise under or in connection with this

Agreement and to cover all risks normally covered by a comprehensive policy of

insurance in respect of the provision of services in the nature of those associated with

the delivery of the Project. The Organisation shall produce to PT on request both the

insurance certificate giving details of cover and the receipt for the current year's

premium in respect of each insurance.

9 Confidentiality

9.1 Both Parties shall keep in confidence any Confidential Information obtained under this

Agreement or relating to this Agreement and shall not use it or divulge it to any person

without the written consent of the other Party.

9.2 The preceding clause does not apply to information:

9.2.1 in the public domain (otherwise than by breach of this Agreement);

9.2.2 in the lawful possession of the receiving Party prior to the date of this

Agreement (other than through liaison between the Parties prior to and in

anticipation of this Agreement);

9.2.3 obtained from a third party free to divulge it;

9.2.4 required to be disclosed by law, a Court or other competent authority (including

any regulatory or governmental body), provided that, where legally permissible,

the disclosing party is given reasonable advance notice of the intended

disclosure; and

9.2.5 properly disclosed on a confidential basis to staff, agents or professional

advisers of the respective Parties, for purposes relating to this Agreement.

Each Party shall ensure that its staff, agents or professional advisers to whom

it discloses the other party's Confidential Information comply with this Clause 9.

9.3 Neither Party shall use the other Party's Confidential Information for any purpose other

than to perform its obligations under this Agreement.

9.4 Following termination of this Agreement, each Party shall on request of the other:

9.4.1 destroy or return to the other Party all materials containing the other Party’s

Confidential Information; and

9.4.2 erase the other Party’s Confidential Information from its computer and

communications systems.

10 Record Keeping

10.1 The Organisation shall operate all proper financial and management systems and

processes and keep and maintain all reasonable and proper accounting, management

and other relevant records for the Term until 31 December 2032, in order to allow PT

to comply with the requirements of the GMCA Deed.

10.2 At any time during the period specified in accordance with clause 9.1 the Organisation

shall promptly on request provide to PT at the Organisation’s cost all operational

reports, management accounts and/or other documents in respect of the Project.

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10.3 The Organisation shall on reasonable notice and at reasonable times and in

accordance with instructions from PT, permit any authorised representative

of PT or GMCA, to inspect and take copies of any of the records in

connection to the Project, as detailed at clause 9.2, and shall procure the

same rights for PT and GMCA in respect of the records of all Sub-contractors.

10.4 The Organisation shall provide reasonable co-operation in relation to the conduct of all

reviews and audits records in connection to the Project as detailed at clause 9.2,

undertaken in accordance with this Agreement, or which have been requested by

GMCA.

10.5 The Organisation shall assist PT and GMCA in complying with any information

disclosure requirements arising under the Freedom of Information Act 2000 and the

Environmental Information Regulations 2004.

11 Events of Default

11.1 An Event of Default shall occur if:

11.1.1 the Organisation undergoes a change of Control, unless the Organisation gave

prior written notice to PT of such a change of Control;

11.1.2 the Organisation commits or suffers any Insolvency Event;

11.1.3 the Organisation has committed a material breach of this Agreement;

11.1.4 PT reasonably believes that:

(i) the Organisation has committed a breach of clauses 3 (Health and

Safety), 4 (Safeguarding) 7 (Data Protection), or 20 (Modern Slavery);

or

(ii) continuation of this Agreement, the Project or provision of the Grant

may damage or otherwise adversely impact PT’s reputation, goodwill,

name, image or IP Rights;

11.1.5 the Grant has not been applied for the purposes set out in the Application Form

or as otherwise agreed between the Parties;

11.1.6 the Grant has not been applied in accordance with the Aims;

11.1.7 GMCA reduces the GMCA Funding for any reason;

11.1.8 the Organisation has committed a breach of any law in relation to this

Agreement;

12 Remedies and Termination

12.1 Upon the occurrence of an Event of Default, PT shall have the right, at all times acting

reasonably and proportionately and in protection of all costs properly spent or incurred

by the Organisation in accordance with this agreement, to:

12.1.1 terminate this Agreement with immediate effect by written notice;

12.1.2 suspend payments of the Grant to the Organisation for such period as PT may

reasonably determine;

12.1.3 cease to make payments of the Grant;

12.1.4 reduce planned payments of the Grant; and/or

12.1.5 require the Organisation to repay the whole or any part of the Grant previously

provided to the Organisation.

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12.2 The Organisation shall have the right to terminate this Agreement on

immediate termination if:

12.2.1 PT has committed a material breach of this Agreement; or

12.2.2 PT commits or suffers any Insolvency Event;

12.3 Either Party may terminate this Agreement in accordance with clause 14 (Force

Majeure).

13 Consequences of Termination

13.1 In the event of termination, each Party shall immediately cease to use all IP belonging

to the other Party and shall return all materials which constitute the IP of the other

Party. For the avoidance of doubt, the Organisation shall immediately cease to use all

elements of the PT brand (including any logos, names and slogans).

13.2 Any provision of this Agreement which expressly or by implication is intended to have

effect after expiry or termination of this Agreement shall continue to have such effect

for the intended further period, including, without limitation, provisions relating to:

payment; record keeping; intellectual property rights; confidentiality; data protection;

modern slavery; indemnity, limitation of liability; dispute resolution; consequences of

termination; third party rights; notices; governing law and jurisdiction.

13.3 Termination of this Agreement shall not affect any rights, remedies, obligations or

liabilities of the Parties that have accrued up to the date of termination, including the

right to claim damages in respect of any breach of the Agreement which existed at or

before the date of termination.

14 Force Majeure

14.1 Neither Party shall be liable for any delay in performing any of its obligations under this

Agreement if such delay is caused by any Force Majeure Event provided that the Party

unable to comply with this Agreement shall:

14.1.1 give written notice to the other Party as soon as reasonably practicable on

becoming aware of the Force Majeure Event;

14.1.2 at all times continue to take such steps to resume full performance of its

obligations under this Agreement; and

14.1.3 at all times use all reasonable endeavours to mitigate the consequences of the

Force Majeure Event.

14.2 The relief from liability under this clause 14 shall last for the duration of the event of

Force Majeure Event only.

14.3 If a Party is excused under this clause 14 from the performance of a material obligation

under this Agreement for a continuous period of 40 Working Days, then the other Party

may at any time thereafter, and provided performance or punctual performance by the

affected Party is still excused, serve a written notice to either (i) terminate the

Agreement with immediate effect or (ii) extend the Term for the duration of the Force

Majeure Event.

15 Monitoring / Dispute Resolution

15.1 Both Parties will attend a Review Meeting at the reasonable request of the other in

order to assess the success of the Project, including:

15.1.1 evaluation against Schedule 4 and the Aims;

15.1.2 identification of any areas of difficulty or improvement and agree on any

actions in order to mitigate such difficulties and improve the running of the

Project; and

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15.1.3 identification of areas of best practice which PT can share in respect

of future projects.

15.2 The Organisation will update PT on the progress of the Project quarterly,

such update to include progress towards the Aims, fulfilment of the plans included on

the Application Form and discussion of any challenges within the Project.

15.3 Subject at all times to the rights under clauses 11 (Events of Default) and 12

(Remedies), if any dispute arises in connection with this Agreement it shall first be

addressed by direct personal liaison between each Party’s respective Contract

Manager. If no agreement is reached within 15 Working Days, then the dispute shall

be addressed by direct personal liaison between the Chief Executive Officers (or their

nominated representative) of the Organisation and PT. If either of the Chief Executive

Officers (or their nominated representative) of the Organisation or PT requests a

meeting to raise any matter of concern then a meeting shall be convened within 10

Working Days. Notwithstanding the above if any dispute has not been resolved by the

Chief Executive Officers (or their nominated representative) within 40 Working Days

the matter may be referred to an independent mediator to be agreed by both Parties.

15.4 Nothing in this clause shall preclude the parties from applying for any preliminary or

injunctive remedies available under applicable laws for any purpose.

15.5 The occurrence of a dispute in connection with this Agreement shall not be a reason

for delivery of the Project to cease, unless and until this Agreement is terminated in

accordance with clause 12.

16 Contract Managers

16.1 Each Party shall nominate a Contract Manager who shall:

16.1.1 manage the Project on behalf of each respective Party;

16.1.2 act as the main point of contact between the Parties in relation to this

Agreement; and

16.1.3 liaise with each respective Party’s staff members to ensure the delivery of the

Project in accordance with the terms of this Agreement.

17 Indemnity

17.1 The Organisation shall indemnify and keep indemnified PT and hold harmless in

respect of any direct costs, claims, losses or liabilities whatsoever suffered by PT

(including reasonable legal costs and disbursements and all direct losses) as a result

of any acts or omissions of the Organisation and/or any other Sub-contractor.

17.2 PT shall use reasonable endeavours to regularly consult with the Organisation in

respect of any relevant claims made, or proceedings initiated, by any third party. The

Organisation shall have a reasonable opportunity to comment on the terms of any

proposed payment or settlement of any such claims or proceedings.

18 Limitation of Liability

18.1 The Organisation shall be liable for any costs, claims, losses or liabilities arising in

respect of its delivery (or non-delivery) of the Project and any actions or inactions of

itself and/or any other Sub-contractor.

18.2 For the avoidance of doubt, PT shall not be liable to the Organisation for any costs,

claims, losses, damages or liabilities (including without limitation direct, indirect and

consequential loss, loss of business, loss of income or loss of surplus/profit) suffered

by the Organisation arising in connection with the delivery (or non-delivery) by the

Organisation of the Project.

14

18.3 Nothing in this Agreement shall limit the liability of either Party for any death

or personal injury caused by the negligence of that Party or its employees

acting in the course of their employment.

19 Assignment and sub-contracting

19.1 The Organisation may not assign the benefit of this Agreement to any third party.

19.2 The Organisation may only sub-contract delivery of the Project with the prior written

consent of PT.

19.3 The Organisation shall enter into an agreement with each and every Sub-contractor on

substantially the same terms as set out in this Agreement.

19.4 The Organisation shall be responsible for the observance and performance by every

Sub-contractor, and shall be liable to PT for any breach by any Sub-contractor, in

respect of the terms under (i) the agreement referred to at clause 19.3 and; (ii) this

Agreement.

20 Modern Slavery

20.1 The Parties agree that they are committed to the eradication of modern slavery and

child exploitation (as defined in the UK Modern Slavery Act 2015) and will comply with

all relevant local laws in relation to the eradication of modern slavery. The

Organisation:

20.1.1 shall ensure that any contracts with subcontractors or delivery partners in

relation to this Agreement shall contain wording at least as onerous as those

set out in this clause 20 and notify PT as soon as it becomes aware of any

actual or suspected slavery or child exploitation in a supply chain which has a

connection to this Agreement;

20.1.2 shall maintain appropriate records to trace the supply chain in connection with

this Agreement, and to allow PT access to those records upon request; and

20.1.3 warrants that at the date of this Agreement it has not been convicted or

involved in any investigation regarding modern slavery or child exploitation.

21 Information Security

21.1 The Organisation shall implement all appropriate policies and practices in relation to

information security, including without limitation, protection against Malicious Software

being introduced to systems used by the Organisation and/or any Beneficiary during

the Project.

21.2 PT may from time to time review the Organisation’s information security policies and

practices, for which the Organisation shall provide full cooperation and provide all

relevant information requested by PT as soon as reasonably practicable.

22 General

22.1 No variation of this Agreement shall be effective unless it is in writing and signed by

both Parties, except that the Schedule may be varied by prior written consent of both

Parties.

22.2 This Agreement does not and is not intended to provide any third party with any rights

under the Contracts (Rights of Third Parties) Act 1999 or otherwise.

22.3 No failure or delay by either Party in exercising, any right, power or remedy in

connection with this Agreement (each a “Right”) shall operate as a waiver of that

Right, nor shall any single or partial exercise of any Right preclude any other or further

exercise of that Right or the exercise of any other Right.

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22.4 Any notice or other communication in connection with this Agreement (each,

a “Notice”) shall be in writing and delivered:

22.4.1 if in relation to a dispute or termination of this Agreement, by hand or

pre-paid first class post or courier to all addresses set out in Schedule 1 or as

notified by the receiving Party from time to time, and in the case of PT, to the

Company Secretary at its registered office from time to time; or

22.4.2 by email to the Contract Manager email addresses set out in Schedule 1 or as

notified by the receiving Party from time to time.

22.5 Nothing in this Agreement is intended to, or shall be deemed to, establish any

partnership or joint venture between any of the Parties, constitute any Party the agent

of another Party, or authorise any Party to make or enter into any commitments for or

on behalf of any other Party. Each Party confirms it is acting on its own behalf and not

for the benefit of any other person.

22.6 If any provision of this Agreement is or becomes illegal, invalid or unenforceable, it

shall be deemed deleted, but that shall not affect the validity and enforceability of the

rest of this Agreement. If any provision or part-provision of this Agreement is deemed

deleted under this clause the parties shall negotiate in good faith to agree a

replacement provision that, to the greatest extent possible, achieves the intended

commercial result of the original provision.

22.7 This Agreement, and the document to be entered into pursuant to it, shall be governed

by and construed in accordance with English Law. All the Parties irrevocably agree

that the courts of England and Wales are to have exclusive jurisdiction to settle any

disputes which may arise out of or in connection with this Agreement.

Signed: _______________________________________________________________________

On behalf of The Prince’s Trust

Name: Position:

Date:

Signed: _______________________________________________________________________

Employee signature on behalf of the Organisation

Name: Position:

Date:

Signed: _______________________________________________________________________

Member of the Governing Body signature on behalf of the organisation

Name: Position:

Date:

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Appendix Schedules

Schedule 1

The Organisation

Key Detail To be completed

Organisation Name

Registered address

Website address

Registered Charity/Company Numbers

Organisation Personnel

Key Detail To be completed

Main point of contact name (the Contract Manager)

Email address of main contact

Phone number of main contact

Contact address if different from above

Secondary contact

Email address of secondary contact

Phone number of secondary contact

Key detail To be completed

Chair of Trustees name and address

Treasurer name and address

Trustee 3 name and address

Trustee 4 name and address

Trustee 5 name and address

Trustee 6 name and address

Trustee 7 name and address

Prince’s Trust Main Contact (Contract Manager): Tim Knappett, Commissioning Manager

Prince’s Trust email: timothy.knappett@princes-trust.org.uk

Prince’s Trust phone: 0161 869 0480

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Schedule 2

Grant and Agreed Budget

Key Detail To be completed

Total Grant from Prince’s Trust

Total project cost

Grant term (from and to)

Name of Project/s

Location of delivery

Agreed Project Budget

Expenditure Cost (£)

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Schedule 3

Monitoring and Data Requirements

Data category Data point When collected?

Registration/details of Young People

Name, Partial postcode, Local Authority, Age, Gender, Ethnicity, Free School Meals status, SEN support status, Disability status, EHC Plan, LA Care status, Details of education establishment, Referral details, Presenting needs, Participation status at start of project, Benefits status, Time spent NEET

Beginning of project

Progress/impact monitoring/Outcomes

Partial postcode of delivery location, Project start date/end date, Young person completing, Status of young person 4 weeks after completion (date captured), Status 3 months after completion (date captured), Employer details, Soft skills at start and end of project

Start and end of project

Employer Engagement

Employer encounter details

As and when they happen

Financial/budget information

Quarterly spend of grant

Ongoing through project

Quarterly Reporting

Quarter Deadline for submission Type of Data/Submission

July, Aug, Sept 2020 Mon October 12th 2020 YP Data

Oct, Nov, Dec 2020 Weds January 13th 2021 YP Data

Jan, Feb, March 2021 Weds April 14th 2021 YP Data

Apr, May, June 2021 Mon 12th July 2021 YP Data

July, Aug, Sept 2021 Tues 12th October 2021 YP Data

Oct, Nov, Dec 2021 Thurs 13th January 2022 YP Data

After project end date To be confirmed End of Project Report

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Data Processing

Subject matter of the processing The Project set out under this Grant Agreement.

Duration of the processing The Term of this Agreement.

Nature and purposes of the processing Personal Data will be collected from the young people by the Organisation and shared with PT in order to monitor the success of the Project against the aims of the Future Workforce Fund. PT will share the data with GMCA and an external evaluator.

Categories of Data Subject Young people, staff

Plan for return and destruction of the data once processing is complete

Upon termination of the Agreement, all Personal Data will be returned or destroyed, unless required by law to retain.

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Schedule 4

Project activities and Application form submitted by organisation

Key Detail To be completed

Project name

Summary of activities

Location of activities

Age of beneficiaries

No. of young people intended to work with

Intended start date of project

Intended end date of project

Total length of project

[Application form to be included after successful evaluation]

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Schedule 5

Due Diligence Checklist

All documents/policies stated in application form

Key document Checked and verified by Prince’s

Trust and Date

Health and Safety Policy

Safeguarding Policy

Equality, Diversity and Inclusion Policy

Data Protection Policy

Recent annual report (which includes

Audited/Independently verified accounts for the

last two years)

Financial Policies and Controls in place

Necessary insurances in place

Appropriate data collection systems in place to safely store data and share with Prince’s Trust

Website/Social Media checks for offensive/reputational risk content

Ability to provide any online delivery securely and in accordance with Trust policies

An example risk assessment carried out by the organisation for similar work with young people

Face-to-face / online meeting to discuss project in detail

For the avoidance of doubt, the purpose if the Due Diligence Checklist is to check that the

Organisation has the stated documents, policies and processes in place, and provides an

early opportunity for any issues to be discussed. By verifying that these documents are in

place, PT is not giving approval with regards the suitability of the contents or its compliance

with legislation.

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