External Secondments - Draft Agreement v2.010

A. Definitions and Interpretation

In this Agreement: Secondee, Seconder and Employing Organisation have the meanings given above. Agreed Duties means the services and activities to be performed by the Secondee for the Seconder. Location, Start Date, End Date, Rates/Charges and any other particulars are set out in Schedule 1 (Specifics).

Headings are for convenience only and do not affect interpretation. References to statutes include amendments. Words in the singular include the plural and vice versa. A reference to “including” means “including without limitation”.

1. Term of Secondment

1.1 The Secondee will be seconded from the Employing Organisation to the Seconder from the Start Date for a fixed period of no less than three (3) months, as set out in Schedule 1 (Specifics). The parties may extend the secondment by a written agreement signed by all parties, which will supersede this Agreement to the extent of any inconsistency.

1.2 The Secondee will initially be based either remotely or at the Location specified in Schedule 1 (Specifics). The Location may change by agreement between all parties.

1.3 Day-to-day supervision, direction and control of the Secondee in performing the Agreed Duties will be exercised by the Seconder. Nothing in this clause creates an employment relationship between the Seconder and the Secondee.

2. Charges and Payment

2.1 The rates/charges payable for the secondment are set out in Schedule 1 (Specifics).

2.2 The Employing Organisation will continue to pay the Secondee’s salary and associated employment costs. The Seconder shall pay the Employing Organisation the charges set out in Schedule 1, invoiced monthly in arrears against Seconder‑approved timesheets.

2.3 All sums are exclusive of VAT (where applicable). Invoices are payable within thirty (30) days of the invoice date. Late payment interest and reasonable recovery costs shall accrue in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 (as amended) or, if that Act does not apply, at eight percent (8%) per annum above the Bank of England base rate until paid in full.

3. Expenses and Subsistence

3.1 The Seconder shall reimburse the Employing Organisation (or the Secondee if expressly agreed in Schedule 1) for reasonable and properly incurred subsistence, hospitality, entertainment and other out‑of‑pocket expenses incurred in performing the Agreed Duties. Any specific entitlements, rates or exclusions must be set out in Schedule 1. Claims must be supported by itemised receipts and pre‑approved where required.

4. Travel and Transport

4.1 Reasonable travel to and from the Location and other authorised sites will be reimbursed by the Seconder at the Employing Organisation’s standard rate or HMRC Approved Mileage Allowance Payments, as set out in Schedule 1. The Seconder shall reimburse reasonable parking, tolls and public transport fares.

4.2 The Secondee shall ensure that any vehicle used for business travel is appropriately insured for business use.

5. Hours and Timesheets

5.1 The Secondee’s normal hours of work will be set out in Schedule 1. Overtime must be pre‑authorised by the Seconder.

5.2 The parties will comply with the Working Time Regulations 1998. The Secondee will take adequate rest breaks and annual leave, coordinated between the parties.

5.3 Timesheets: The Secondee shall submit weekly timesheets; the Seconder will approve or query them within five (5) business days.

6. Employment Status and Restrictions

6.1 For the avoidance of doubt, nothing in this Agreement creates the Seconder as the employer of the Secondee. The Secondee remains employed solely by the Employing Organisation and remains on the conditions of service set out below:

• Annual leave entitlement as per the Secondee’s existing contract; and
• Inclusion in the Employing Organisation’s sick pay scheme, with the Seconder required to notify the Employing Organisation immediately of any sickness absence.

6.2 The Seconder agrees that it will not, without the Employing Organisation’s prior written consent, solicit for employment or engage the Secondee, either directly or indirectly (including through any subsidiary, affiliate or third‑party agency), during the period of this secondment or for a period of twelve (12) months following its termination. This restriction does not prohibit general recruitment advertising not targeted at the Secondee.

6.3 Nothing in this Agreement creates a partnership, joint venture or agency between the parties.

7. Information and Record-Keeping

7.1 The Seconder shall provide the Employing Organisation with all information it may reasonably require in respect of the Secondee’s performance of the Agreed Duties during the period of the secondment. (Parties may insert specific reporting items here.)

7.2 The Seconder shall maintain and make available to the Employing Organisation, on request, an attendance record for the Secondee, recording:

• absence due to annual, sick or special leave;
• absence due to industrial action; and
• unauthorised absences; and
• additional hours.

7.3 Unless there is a specific reason why not, the Secondee shall use the Employing Organisation’s time‑tracking applications to record time and expenses.

8. Health and Safety

8.1 During the period of the secondment the Seconder shall be responsible, in relation to the Secondee, for compliance with all duties relating to health, safety and welfare at work imposed upon an employer by applicable law, as if the Seconder were the employer of the Secondee for those purposes.

8.2 The Seconder shall provide to the Employing Organisation such information and access to its premises as the Employing Organisation may reasonably require in order to monitor compliance with clause 8.1, and shall provide appropriate induction, safe systems of work, risk assessments and personal protective equipment. The Seconder shall notify the Employing Organisation without undue delay of any incident, near miss or injury involving the Secondee.

9. Indemnities

9.1 The Seconder shall indemnify the Employing Organisation against:

9.1.1 any liability which the Employing Organisation incurs due to any bodily injury or disease sustained by the Secondee during the period of secondment and arising out of or in the course of the Secondee’s secondment under this Agreement, to the extent caused by the negligence of the Seconder, its servants or agents; and

9.1.2 any liability which the Employing Organisation reasonably incurs as a result of any claim by the Secondee for constructive dismissal arising out of or in the course of the Secondee’s secondment under this Agreement, provided that before entering into a settlement or compromise with the Secondee the Employing Organisation will give the Seconder a reasonable opportunity to defend such claim or to effect a settlement or compromise of such claim; and

9.1.3 any third‑party claims arising from the Secondee’s activities at the Seconder’s premises, to the extent caused by the Seconder’s negligence or breach of this Agreement.

9.2 The Employing Organisation shall indemnify the Seconder against claims brought by the Secondee arising out of the Employing Organisation’s breach of its employment obligations unrelated to the secondment.

10. Confidentiality

10.1 Each party shall keep confidential and not disclose to any third party any Confidential Information of another party, and shall use such Confidential Information only for the purpose of the secondment.

10.2 The Employing Organisation shall use reasonable endeavours to ensure that the Secondee does not disclose or misuse the Seconder’s Confidential Information and complies with the Seconder’s reasonable confidentiality and information‑security policies notified to the Secondee.

10.3 “Confidential Information” means all information (in any form) disclosed to the Secondee or either party in connection with the secondment that is marked or otherwise identified as confidential, or which would reasonably be regarded as confidential, but excludes information that is or becomes public through no fault of the recipient; is lawfully received from a third party without restriction; or is independently developed without use of the discloser’s Confidential Information.

10.4 A party may disclose Confidential Information to its professional advisers and as required by law, court order or a regulatory authority, provided that, where lawful to do so, it gives the disclosing party reasonable prior notice.

10.5 This clause 10 survives termination.

11. Misconduct and Removal from Site

11.1 If the Seconder alleges that the Secondee is guilty of gross or serious misconduct, the Seconder may require the Secondee to leave the premises and/or cease work, subject to promptly notifying the Employing Organisation of the allegation.

11.2 It shall be the responsibility of the Employing Organisation to instigate and conduct any disciplinary proceedings in respect of the Secondee.

12. Termination

12.1 This Agreement shall commence on the Start Date set out in Schedule 1 and may be terminated early by any party giving ninety (90) days’ notice in writing to the others.

12.2 The Seconder may terminate this Agreement with immediate effect if:

• the Secondee fails or neglects efficiently and diligently to carry out the reasonable instructions of the Seconder; or
• the Seconder reasonably considers that the Secondee is guilty of gross or serious misconduct.

12.3 This Agreement shall automatically terminate if:

• the Secondee leaves the employ of the Employing Organisation; or
• the Secondee reasonably considers that the Seconder has contravened statutory or organisational standards of conduct as detailed in the Secondee’s grievance procedure and requests the Employing Organisation in writing to terminate the secondment; or
• either the Employing Organisation or the Seconder becomes insolvent, enters into administration or is wound up (other than for a solvent restructuring).

12.4 Any party may terminate this Agreement for material breach by another party which, if capable of remedy, is not remedied within fourteen (14) days of written notice specifying the breach and the required remedy.

12.5 Upon termination, the Secondee shall cease work, and each party shall promptly return (or, at the disclosing party’s option, securely destroy) the other’s property and Confidential Information.

12.6 All amounts properly due for work performed up to the termination date shall become payable in accordance with clause 2.3.

13. Insurance

13.1 The Seconder shall maintain, at its own cost, appropriate insurance cover, including public liability and (where applicable) employer’s liability, for the duration of the secondment.

13.2 The Employing Organisation shall maintain employer’s liability and professional indemnity insurance. Evidence of insurance shall be provided on reasonable request.

14. Data Protection

14.1 Each party shall comply with UK data protection law, including the UK GDPR and Data Protection Act 2018. Each party acts as an independent controller in respect of personal data it processes in connection with this Agreement unless otherwise specified in Schedule 1.

14.2 Where the Secondee is required to process the Seconder’s personal data, the Seconder shall provide appropriate instructions and policies and ensure a lawful basis exists.

15. Intellectual Property

15.1 All intellectual property in materials, deliverables or inventions created by the Secondee specifically for the Seconder in the course of the secondment shall vest in the Seconder upon payment of all amounts due. The Employing Organisation shall procure that the Secondee assigns such rights to the Seconder and will execute all necessary documents to perfect such assignment.

15.2 Each party retains ownership of its pre‑existing intellectual property. To the extent such pre‑existing rights are used in any deliverables, the owner grants the other a non‑exclusive, royalty‑free licence to use them solely for the purpose for which the deliverables are supplied.

16. Anti‑Bribery, Modern Slavery and Tax Evasion

16.1 Each party shall comply with the Bribery Act 2010, the Modern Slavery Act 2015 and the Criminal Finances Act 2017, and shall maintain adequate procedures to prevent bribery, modern slavery and the facilitation of tax evasion.

17. Equality and Right to Work

17.1 Each party shall comply with applicable UK anti-discrimination legislation, including the Equality Act 2010, in its dealings with the Secondee during the secondment. Where reasonably notified in advance, the Secondee will follow the Seconder’s equal opportunities and dignity at work policies to the extent lawfully applicable; nothing in this Agreement requires either party to adopt additional policies beyond those required by law.

17.2 The Employing Organisation warrants that the Secondee has and will maintain the legal right to work in the United Kingdom for the duration of the secondment, will carry out the requisite checks under the Immigration, Asylum and Nationality Act 2006 and associated guidance, will provide evidence on reasonable request, and will promptly notify the Seconder of any change affecting that right.

17.3 Ideological neutrality and no compelled speech: The Secondee shall not be required to affirm, denounce or subscribe to any political, philosophical, religious or other ideological belief or statement (including any element of diversity, equity and inclusion or similar programmes) as a condition of performing the Agreed Duties. Attendance at general awareness or compliance training may be requested; however, any component requiring affirmation of belief shall be optional unless strictly required by law. For the avoidance of doubt, nothing in this clause prevents the Seconder from issuing reasonable rules of conduct that prohibit unlawful discrimination or harassment.

17.4 Reasonable accommodation: Where the Secondee reasonably objects to any policy, training content or communication on grounds of religion or philosophical belief protected under the Equality Act 2010, the parties shall discuss the objection in good faith and the Seconder shall consider reasonable adjustments where practicable, provided this does not impose a disproportionate burden or contravene applicable law.

17.5 No detriment: The Seconder shall not subject the Secondee to any detriment for declining to participate in optional ideologically‑oriented initiatives or communications, provided the Secondee continues to comply with lawful instructions and with policies that are necessary for performance of the Agreed Duties, health and safety, information security, confidentiality, and legal or regulatory compliance.

17.6 Policy hierarchy: The Secondee will follow Seconder policies only to the extent they are lawful, reasonable, and necessary for performance of the Agreed Duties, health and safety, security, confidentiality or legal/regulatory compliance. In the event of conflict between a Seconder policy and this Agreement or applicable law, this Agreement and applicable law prevail.

18. Information Security and Acceptable Use

18.1 The Secondee shall comply with the Seconder’s reasonable information security, data handling and acceptable use policies notified to the Secondee. The Secondee shall return all equipment, access cards and credentials on request and in any event on termination.

19. Force Majeure

19.1 No party shall be in breach of this Agreement nor liable for delay or failure to perform its obligations due to events beyond its reasonable control. The affected party shall notify the others and use reasonable endeavours to mitigate. If the event continues for more than thirty (30) days, any party may terminate on written notice.

20. Notices

20.1 Notices under this Agreement must be in writing and sent to the addresses specified in Schedule 1, by hand, pre‑paid post or email. Notices are deemed received: by hand, when delivered; by post, two business days after posting; by email, when sent, provided no delivery failure notice is received.

21. Assignment

21.1 No party may assign, transfer or subcontract its rights or obligations under this Agreement without the prior written consent of the others.

22. Severance

22.1 If any provision of this Agreement is held to be invalid or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted, without affecting the validity of the remaining provisions.

23. Entire Agreement and Variation

23.1 This Agreement constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions and understandings. Each party acknowledges that it has not relied on any statement not set out in this Agreement. Any variation must be in writing and signed by all parties.

24. No Partnership or Agency

24.1 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, nor authorise any party to make or enter into any commitments for or on behalf of any other party.

25. Third Party Rights

25.1 A person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this Agreement.

26. Governing Law and Jurisdiction

26.1 This Agreement and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales. The courts of England and Wales shall have exclusive jurisdiction.