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East Midlands Strategic Commercial Unit
THE POLICE AND CRIME COMMISSIONER FOR NORTHAMPTONSHIRE
CONTRACT SCHEDULE
FOR
CONTINUOUS ALCOHOL MONITORING
CONTRACT BETWEEN
AND
ALCOHOL MONITORING SYSTEMS LTD
CONTRACT START DATE: 12thMay 2014CONTRACT END DATE: 11thNovember 2014
CONTENTS
SECTION 1: INSTRUCTIONS , , , 3
SECTION 2: CONTRACT PARTICULARS oooo 4
SECTION 3: CONTRACT SCHEDULES , .7
Schedule 1: Proposal
Schedule 2: Pricing Schedule
Schedule 3: Standard Terms and Conditions
Schedule 4: Data Handling Schedule - Category 4
SECTION 1: INSTRUCTIONS
1. Please take the time to read the following document and associated appendices.
2. Please sign and return both copies in duplicate to:
Lorraine Worthington-Allen
East Midlands Strategic Commercial UnitCornwell Business Park27/29 Salthouse Road
BrackmillsNorthampton
NN47EX
SECTION 2: CONTRACT PARTICULARS
The Police and Crime Commissioner forNorthamptonshire
Continuous Alcohol Monitoring - CN1000698
Contract Title and Unique Contract Continuous Alcohol Monitoring - CN1000698Reference Number
The Police & Crime Commissioner for Northamptonshire("Commissioner")
Contractor Alcohol Monitoring Systems ltd
Commencement Date 1ih May 2014
Contract Period (including option to 6 months with the option to purchase the equipmentextend) after the initial trial period
To be called off by Order Yes~ I NoO
Services/GoodslWorks Goods and Services
Specification/Description The rental and monitoring of continuous alcoholmonitoring brackets and associated equipment
(more specifically set out in Schedule 1 asincorporated in the proposal)
Commissioner Address for Notice Wootton Hall, Northampton, NN4OJQ
Contractor Address for Notice 40 Bank Street, 18thFloor, Canary Wharf, london,E145NR
Price £25,500
See Schedule 3 for full Price breakdown
Delivery Instructions To be delivered to Wootton Hall, Northampton, NN4OJQ
Commissioner Authorised Officers
Name Position Contact Details
Matthew Chester Policy Director 03000 111222
Mandy Rowland Project manager 03000 111 222
Commissioner Contract Manager
Name Contact Details
Matthew Chester 03000 111 222
Contractor Key Personnel
Name Position Contact Details
Matthew Mitchell UK Country Manager 020 3059 7797
Insurance
Insurance type: Minimum level
Employer's liability Insurance £5 million
Public Liability Insurance £5 million
SIGNED BY the duly authorised representatives of the parties
Si9~~Signature:
Name [Please Prin
LetA. SuName [Please Prin
Jdt\v tv(] U-NoDirector duly authoris to sign for andon behalf of Alcohol Monitoring Systems Ltd
duly authorised to sign for andon behalf of the Police and CrimeCommissioner for Northamptonshire
Address
/24/ tu· !YI1f1 er(J..J Ave, s-le 2a)
~1f/e1trt CO gol20J
W'b~~~l\
~te..,Date:Date:
in the presence of :
Director I Company Secretary signature duly authorised to sign for and on behalf of AlcoholMonitoring Systems Ltd:Name:
SECTION 3: CONTRACT SCHEDULES
The contract will be in accordance with this Contract Schedule and all previously agreed terms as detailedbelow:
1. Schedule 1 - Proposal
2. Schedule 2 - Pricing Schedule
3. Schedule 3 - Standard Terms and Conditions of Contract
4. Schedule 4 - Data Handling Schedules - Category 4
Schedule '1Proposal
May 6,2014 A~~S£::='0'. MONnO<'<'NCeV"T~MS'''c
Lorraine Allen-WorthingtonNorthamptonshire Police and Crime Commissioner OfficeWest WingFHOWootton HallNorthampton NN4 oJOUnited Kingdom
Dear Mrs. Allen-Worthington,On behalf of Alcohol Monitoring Systems (AMS). (would like to present this Pricing Proposal to theNorthamptonshire Police and Crime Commissioner's Office as an important step toward forming a partnership withyou r orga nisation.This proposal details the costs associated with acquisition of the only available transdermal alcohol monitoringtechnology in the UK. It also includes a brief overview of the SCRAM Continuous Alcohol Monitoring System andAlcohol Monitoring Systems' supporting infrastructure.Should you have questions regarding any aspect of this proposal, please feel free to contact me directly. On behalfof AMS, (look forward to bLiilding a productive, long-term partnership with your organisation.
Regards,
Matthew MitchellUnited Kingdom Country ManagerAlcohol Monitoring Systems, Ltd.40 Bank Street (H03)Level 18Canary WharfLondonE:1.45NROffice: 44.020.30591797Cell: 44.77.6538.:[email protected]
From Alcohol Monitoring Systems, Ltd (AMS) in response to:Northamptonshire Police and Crime Commision
AMS SCRAMPricing Proposal
Alcohol Monitoring Systems ltd.40 Bank Street (HQ3)
Level 18Canary Wharf
London, E14 5NRTel 44.20.30S9.7797
www.alcoholmonitoring.com
A-.M8 SCRAMPricing Proposal
From Alcohol Monitoring Systems, Ltd. (AMS) inresponse to:
Northamptonshire PCC
Pricing to follow will reflect a price scale for the SCRAM Continuous AlcoholMonitoring Purchase Model, a SCRAM Continuous Alcohol Monitoring Rental Model,and a Rent-to-Own model for PCC.
• A detailed price list for SCRAM equipment is included
• AMS daily monitoring fee pricing is reflected on a per active/assigned unit/day and permonth scale
• AMS will provide training at no cost
• AMS will cover shipment costs of equipment
• Prices and fees are exclusive of VAT, which will be added in accordance with regulations
• Daily monitoring fee will be billed in arrears
.. Price quote is valid for 60 days from delivery (10/3r14 -10/5/13)
Pricing ModelsThere are three options for the Northamptonshire PCC to select from to acquireSecure Remote Transdermal Alcohol Monitoring (SCRAM Continuous AlcoholMonitoring™ or SCRAM CAM™) technology. The minimum order is 15 sets andsubsequent orders can be placed in 10 set increments.
~~Agency Direct EquipmeAt Descri@tion Unit Rate~ ~
Purchase Model 3-year contract term
SCRAM CAM Set (Bracelet and Base Station) per kit £:11500.00
SCRAM CAM Wireless Module per kit £400.00
'Daily Monitoring Fee; :1-99 units per kit per day when active £4.40
'Wireless Adaptor Fee per kit per day when active £:1..00
Rental Model 6-month contract term
SCRAM CAM Set (Bracelet and Base Station) per kit per month £70.00
SCRAM CAM Wireless Module per kit per month £:18.00
'Daily Monitoring Fee per kit per day when active £4.30
'Wireless Module Fee Per kit per day when active £:1.00
Bracelet Repair of Damage per bracelet/per incident £440.00
Rent to Purchase Model 6 or az-month term
£70.00 per month£420.00 per 6 months
SCRAM CAM Set (Bracelet and Base Station) per kit £1,:100.00 per set to purchaseafter 6 months£700.00 per set to purchaseafter az months£18.00 per month£:108 per 6 month
SCRAM CAM Wireless Module per kit £380.00 per unit to purchaseafter 6 months£360.00 per unit to purchaseafter 12 months
'Daily Monitoring Fee: :1-99 Units per kit per day when active £4·40
'Wireless Module Fee per kit per day when active £1.00
Bracelet Repair of Damage per bracelet/per incident £440.00
Alcohol Monitoring Systems Organisation HistoryThe founders of Alcohol Monitoring Systems, Inc. (AMS) first began working withthe science of transdermal alcohol testing in 1989. This group of scientists,engineers, programmers, and alcohol testing experts worked closely withresearchers in the fields of biology, forensic toxicology, criminal justice, andalcohol treatment and rehabilitation. After years of development, the firstoperational SCRAM® (Secure Continuous Remote Alcohol Monitor") prototypewas completed in 1993, and the first patent on the product was issued.The founders officially formed AMS in 1997 with the goal of designing,developing, and delivering the world's most effective continuous alcohol testingsolution. The organisation began BETA testing the SCRAM System in 2002 withindependent partners, as well as with federal, state, and county jurisdictionsaround the United States. As the pioneers of transdermal alcohol testing, AMSdelivered the first production units of SCRAM to the market in January 2003. In2008, AMS launched the current version of the SCRAM tag, which is muchsmaller, lighter, and more compact than its £redecessor.In February 2010, AMS launched SCRAMx' to the market. This new device wasthe result of talking with numerous courts and treatment providers over the years,and asking them what additional tools would help in their ongoing efforts tomanage alcohol clients. What became apparent was that, while SCRAM wasmaking great strides in the courts, there was also the need to ensure that someclients are confined to their homes during certain hours of the day. The resultwas SCRAMx, which is Continuous Alcohol Monitoring (CAM) plus home-curfewtechnology in one device.In 2013, as one component of a larger AMS multi-product rebranding initiative,SCRAMx was renamed SCRAM Continuous Alcohol Monitoring™ or SCRAMCAMTM.In February 2012, Alcohol Monitoring Systems, Ltd. was formed as a UK-basedsubsidiary of Alcohol Monitoring Systems, Inc. The UK Company is based inLondon (Canary Wharf) and is involved in a variety of efforts to integrate SCRAMCAM technology into various parts of the legal system in the UK and Scotland.
The Science: Transdermal TestingSCRAM CAM tests for alcohol consumption transdermally, or "through the skin."Approximately 1 percent of what we consume is excreted, unchanged, throughthe skin in what's known as insensible perspiration. Transdermal testingmeasures the concentration of ingested alcohol present in this insensibleperspiration, Which is constantly produced and given off by the skin. SCRAMCAM automatically collects transdermal samples of insensible perspiration fromthe air above the wearer's skin and transmits this data to a secure softwareplatform-referred to as SCRAMNET™-for analysis, requiring no effort on thepart of the subject or the monitoring authority.Rather than providing a BAC (Blood Alcohol Concentration) or a BrAC (BreathAlcohol Concentration), transdermal testing provides a TAC (TransdermalAlcohol Concentration) for analysis. Because of the way the body metabolizes
alcohol and the additional time it can take to process that alcohol transdermally,TAC readings generally lag 30 minutes to 2 hours behind BAC or BrAC readings.In comparison with other alcohol-testing protocols, transdermal testing:
• Costs less per test .
., Requires minimal labor on the part of the court or treatment provider.
• Is physically non-invasive .
., Causes minimal disruption to the participant's life orwork schedule.
• Has a higher potential for effecting long-term behavioral change.
SCRAM CAM technology utilizes scientifically-proven transdermal alcohol testingmethodology, which is based on more than 70 years of clinical research and 22U.S. peer-reviewed studies. Some of these studies include those conducted bythe:
., National Highway Traffic Safety Administration (NHTSA)
., National Center for State Courts (NCSC)
• American Probation and Parole Association (APPA)
., Traffic Injury Research Foundation (TIRF)
• University of Colorado Health Sciences Center
• Brown University
• University of Texas San Antonio Medical Health Science Center
• Pacific Institute for Research and Evaluation (PIRE)
Continuous Transdermal Alcohol Testing (CTAT)The SCRAM CAM system requires a monitoring bracelet to be worn on thesubject's ankle for the duration of the testing period. Transdermal alcoholmeasurements are taken by the bracelet at regular intervals (every 30 minutes,48 times a day) throughout the testing period. The test results are uploaded toSCRAMNET-a secure, central software platform-for further analysis andreporting.
Data is analysed for evidence of alcohol consumption and/or tampering eventsand reported, through SCRAMNET, to the responsible party or customer. Accessto the SCRAMNET monitoring system is provided through a secure web portalthat is specific to each unique customer.
SCRAM CAM BraceletThe bracelet collects and stores transdermal alcohol readings, taken every 30minutes, by collecting air from directly above the subject's skin and passing aprecise, controlled air sample through an alcohol fuel cell housed in the bracelet.levels of gaseous ethanol, present in the imperceptible perspiration from theparticipant's body, are recorded for later analysis. Trends in the levels of ethanolpresent over a period of hours may then be determined (or not) to relate to analcohol consumption event, which may be investigated directly with the researchsubject.Data collected and stored in the bracelet can either be downloaded manually bythe research team via a USB interface device, known as Direct Connect™, orremotely via a base station installed in the subject's home.Direct Connect allows data to be transferred directly to the SCRAMNET databasevia a secure TCP/IP protocol.Key features of the SCRAM CAM bracelet include:
• Ability to collect and store transdermal alcohol readings 24/7.
• Bracelet straps that are custom fit to the participant to ensure comfort, safety, andoptimal operating conditions for the unit.
• Light weight and rugged design, conforming to a number of u.s. military and qualitystandards:
o Water resistant (shower proof) to u.s. military standard MIL-STD-81oF,method 512.4.Note: The bracelet cannot be submerged in water. Participantsmust shower only; bathing and swimming are not permitted.
o Shock/impact resistant to Ll.S.military standard MIL-STD-81oF, method 516.5,procedure IV.
o Normal operation is at temperatures between 15°Cto 45°C, though the unitcan withstand temperatures of between -40°C to 80°(.
o Can be used in high heat and high humidity environments. SCRAMCAM iscurrently in use in U.s. states such asArizona and Florida.
• The monitoring unit is 2" X 2" X 1" in dimension and weighs approximately 165g·
• Data can be stored within the bracelet unit for up to 30 days.
• All readings are date- and time-stamped for ease of reporting and analysis.
In the event that the bracelet is unable to upload measurement data, throughabsence of the subject or technical fault, the bracelet is able to store data for upto 30 days. Once the memory is full the unit will stop taking measurements untilreadings are downloaded. Once download is complete the memory isautomatically purged and will recommence normal operation.Battery life is approximately 90 days and will require replacement by a trainedoperative part-way through the monitoring period.Similarly, the face-plate of the unit, through which air samples are filtered,requires replacement every 90 days to ensure optimum performance levels.Replacement of face-plates is usually undertaken at the same time as the batteryis replaced, but may require earlier replacement where technical fault ortampering is suspected.
Tampering TechnologyThe bracelet is equipped with a number of tamper detection features that willindicate whether the subject has deliberately interfered with the device itself orattempted to mask an alcohol consumption event:
• The bracelet strap is secured to the subject's ankle and is not easily removed, except bycutting or stretching of the band. When paired with an RF base station the bracelet willelectronically alert the base station if the strap is cut or broken.
• Internal sensors measure the environmental temperature ofthe unit. Trends in theincrease or decrease of this temperature measurement may be used to determinepossible tamper events (e.g., use of heat/cold to attempt to mask a tamper orconsumption), and also assist in the verification of the subject's location when possibleconsumption events occur (e.g., the data analysts' ability to determine when the subjectis in bed).
• Infrared (IR) measurements are taken by an infrared sensor in the face-plate of thebracelet unit. The baseline measurement indicates the reflected light from the subject'snormal skin tone. Introduction of any foreign object (e.g., cling film, aluminium foil,paper, or fabric), into the space between the plate and skin will alter the measurementand be flagged as a possible tamper event.
6 GOO
5.000
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o 000 -'-.:-c-ao:c:c"'OO:c:-'-,..,-,OO.,-AM-'-------''''-'.,,-OO-,,-, -OO-AM"------::-.a-=.-':-:"'oo-=,-::, ,:-c-OO:-:cA"'c:'------'812;2r.?00712-00 AM 8r.?GI200i' 12 00 AM BI'3012{}Q712'00 AM
Graphicalrepresentation of fR measurements showing tamper detections
When combined with electronic monitoring functionality, bracelet tamper alertsare transmitted to the base station immediately once it is within communicationsrange and are uploaded to the SCRAMNET system for urgent analysis andverification. Once verified, notification (via email, SMS or by telephone) is madeby the Monitoring Centre to the authority for action.Tamper data is transmitted within the full measurement data set daily, per theagreed schedule, to SCRAMNET via the base station.
Base StationSCRAM CAM is equipped with RF communications technology, which allows abracelet to be paired with a base station. The base station is the mechanism bywhich data is transmitted to SCRAM NETfor analysis and reporting.The base station is usually installed at the subject's permanent residence or alocation where they are required to be at least once a day to enable data transferto SCRAMNET. Key features of the Base Station include:
• Plugs into a telephone line at the subject's home or other site approved by the Authority.
• Uploading all available data from the SCRAM CAM bracelet with which it is paired.
• Allowing for up to a 10m range between the bracelet and base station during scheduledmonitoring for data uploads.
• Tamper detection alarms that identify the opening ofthe base unit or a power disconnect.
• Battery back-up for up to 48 hours in case of a power failure.
• Facilitating Caller 10 for validation that the base station is at the correct location.
• Storing and sending alcohol readings, tamper alerts, and diagnostic data to SCRAMnet fordetailed analysis and reporting.
Direct Connect™Direct Connect is a portable, USB-powered 'clamp' that allows data collected bya bracelet to be uploaded into the SCRAMNET system without the need for apaired base station unit.
The Direct Connect device is directly attached to the bracelet. Data is then extracted from thebracelet via a secure connection to the operator's PC/laptop and then transferred to SCRAM NET
via a secure TCP/IP connection for analysis and reporting.
The key benefit of the Direct Connect unit is that it allows the monitoring ofindividuals with no permanent address, and those for whom telephonecommunications and the installation of a base station may not be viable.Data upload takes only a few seconds, at which point the memory in the braceletunit is purged, allowing for the immediate restart of the testing patterns.
SCRAMNET™SCRAMNET is a web-based software application that interfaces with the centralsecure database (SOL). SCRAMNET control software enables the automation ofdata retrieval from active base station units and receives and stores clientmonitoring, alert, and serviCing data.Access to the database is granted through a secure, password protected,authorised log-on to the SCRAMNET web portal via an encrypted SSL link.Access levels are granted dependent upon role type and requirements.SCRAMNET provides a wide range of reports and graphs, from a snapshot of asingle event to a comprehensive view of a subject's behaviour over time.SCRAMNET allows customised reporting that best suits requirements andindividual cases and helps reduce workloads through exception-based reporting.Key attributes of SCRAM NETinclude:
• 24/7 accessibility, from any location, using a standard web browser.
• Exception-based reporting to reduce workload.
• Cost-effective monitoring and management of numerous subjects simultaneously.
• Automatically flags and graphically depicts alcohol ingestion, tamper events, andremoval attempts.
• Conducts maintenance scheduling and servicing of units through automated alerts(battery life, equipment faults, etc.).
• Configurable logic, enabling customization of testing, synchronisation, and reportingschedules for individual subjects.
• Allows customised reports and graphs to best suit information needs.
0.100 120
1100080
100 -0.060 90 "u~~
800.040 s70
002060
0.000 5081212VO-7 BJ2i2QO 7 5t2l2007 8121200781212007 81212007 812120078/212007 812120{178,.312007 813!2007 81312007 81312007
7:"5 9:45 11:"5 1:45 3.45 5,45 7·45 9'45 11:45 1:45 3:45 5:4;5 7AS- - - ~ ~ ~ ~ ~ ~ - - - -[ - TA:"= Temperature - JR\fOltage~U
A customised, composite graph showing TAC, Temperature, and IRdataover a 2ft·hour period.
Data HostingThe SCRAM NET system is hosted and detailed data analysis is currentlyperformed by AMS in their Monitoring Centre in Denver, Colorado. TheNorthamptonshire PCC will maintain any personal participant data on a separate,secure system within the UK in accordance with the principles of the DataProtection Act and the U.S. Patriot Act. In accordance to the AMS publishedprivacy policy and U.S. Safe Harbour Certification standards, all data housed inthe United States conforms to such standards.AMS appreciates the opportunity to present this Pricing Proposal to theNorthamptonshire PCC. AMS has the distinction of working with the world'sleading research entities and experts. AMS strives to develop and deliver newmeans for researchers, the criminal justice system, and communities to examineand address the issue of alcohol misuse. AMS is happy to provide referencesupon request and to provide strategic consulting to help customize a programthat best meets the needs of your organization.
Schedule 2Pricing Schedule
Rental Model 6-month contract term
SCRAM CAM Set (Bracelet and Base Station) per kit per month £70.00
SCRAM CAM Wireless Module per kit per month £18.00
*Daily Monitoring Fee per kit per day when active £4.30
'Wireless Module Fee Per kit per day when active £1.00
Bracelet Repair of Damage per bracelet/per incident £440.00
UK SCRAM Rental Equipment Order Form
Office of the Northamptonshire Police and Crime CommissionerWest Wing, FHQ, Wootton Hall,NorthamptonNN40JQ
Office of the Northamptonshire Police and CrimeCommissionerWest Wing, FHQ. Wootton Hall,NorthamptonNN4
Date Required at Customer
Ordered By: Matthew Chesler
Includes per system: 01857 per kitSCRAM Bracelet (I) kitsBattery/Faceplate Kit (2)Base Station (I)Phone Cord (I)Base Station Power
SCRAM Bracelet Kit 01927 DNA DNAIncludes:
SCRAM Bracelet (I)
01906 DNA DNA DNAIncludes:
SCRAM Base Station (I)Phone Cord (I)Power
Kit 02130 15 kits £18.00 per £tS.OO/MoIncludes: kit per kit £270.00
MultiConnect AW Wireless Device (I)RJII Cable
US Power Supply (I)OEM Antenna (1)MuitiConnectAW Quick Sheet (I)
New Customer Care Kit (NewCustomers Only) 01990 I kit £120.00
Includes:Direct Connect Device (1) £180,00SCRAM Documentation Kit (I)Tool Kit(l)Torx Screw (20)Tamper Clip (20)Exhaust Cap (20)Disinfectant Spray (I) - 220z. Spray BottleNitril Gloves (1)- Box of40 eachBio Hazard Bags (4) 1 kit
00301 £60.00Direct Connect Kit
Includes:Direct Connect Device (1)USB Cable (I)
Direct Connect Quick Guide (I)Payment Type: Due upon reciept r VAT and Customs wiD be included in AMS Rep: Matthew MitcheU Total:invoice £1,500.00
+VAT £300.00
£1,800.00
Schedule 3Standard Terms and Conditions
40 Bank Street (HQ3)Level 18, Canary WharfLondon, E14 5NR
SCHEDULE CSCRAM Continuous Alcohol Monitoring™
AMS PRODUCTS AND SERVICES AGREEMENT
Customer:The Office of the Police and CrimeCommissioner of Northamptonshire
This Schedule C to the AMS PRODUCTS AND SERVICES AGREEMENT ("Agreement") is entered into on the Effective Date byand between ALCOHOL MONITORING SYSTEMS LIMITED ("AMS") and the Customer listed above. This Schedule isincorporated by reference into the Agreement dated 6th May 2014 executed by the parties, All other terms and conditions of theAgreement that are not in conflict with the terms of this Schedule are hereby ratified. Each capitalised term herein shall havethe meaning assigned to it in the Agreement.
GENERAL SCOPE OF AGREEMENT
Subject to the terms and conditions of the Agreement, the Customer shall have the option to purchase or rentSCRAM Continuous Alcohol Monitoring Products and Services from AMS to monitor compliance by Clients whoare subject to alcohol treatment and/or electronic tagging programmes solely in the Territory specified herein.
2 COMMERCIAL TERMS FOR PRODUCTS AND SERVICES
2.1 Terms and Pricing of Products.
2.1.1 Equipment. The Customer may purchase or rent the Products at the prices set forth herein, In addition,when the Equipment is in use by a Client, the Customer shall owe Daily Services Fees for Services as specifiedherein. When the Equipment is rented and not purchased, Customer will pay a monthly Equipment Rental Fee forthe use of any Equipment ordered by the Customer. The Equipment Rental Fees are payable irrespective ofwhether the Equipment is in use by a Client. Equipment Rental Fees will begin to accrue five (5) days followingthe shipping of the Equipment by AMS to the Customer. Accepted orders for Products are non-cancelable unlesswritten notice is given by either party to cancel all or any part of such order at least thirty (30) days prior todelivery, For additional Equipment, the Customer shall use the Purchase Order or Company Equipment OrderForm for any Products purchased or rented by the Customer during the Term. Rental Equipment must be returnedto AMS at the Customer's expense and must have a Return Merchandise Authorisation (RMA) Number from AMSprior to Shipment,
2.1.2 Shipments, AMS will provide to the Customer at no additional charge additional SCRAM ContinuousAlcohol Monitoring Sets equal to an additional ten percent (10%) to be used when Equipment is in transitor if it is removed from service for repair or scheduled maintenance with the intent that 10(JO"{'of theCustomer's Net Commitment is available for use. "Net Commitment" is the number of purchasedEquipment and rented Equipment units minus lost units. If the Customer elects to put more than 100% ofpurchased or rented inventory into service, AMS reserves the right to invoice the Customer for thepurchase of the Equipment and Daily Service Fees. All right and title to spare Equipment provided underthis Section remains with AMS and Customer shall return all spare Equipment to AMS upon termination ofthe Agreement.
2.1.3 Deliverv Terms, Products ordered by the Customer shall be delivered FOB to the Customer's designatedfacility. AMS will pay shipping costs for any order of at least five (5) SCRAM Continuous Alcohol Monitoring Sets.
Customer shalf pay shipping for all other orders, including the cost of any expedited order. AMS shall determinethe type of packaging, mode and time of transportation.
2.2 Fees for Services. The Customer shall pay AMS for the Services described in Section 3 and for theright to access the Monitoring Software at the current per diem rate for each SCRAM Continuous AlcoholMonitoring Set in use on a Client, (collectively, the "Daily Services Fee"). The current per diem rate as of theEffective Date is specified herein.
3 SERVICES
3.1 General Scope of Services ("Services"). In consideration of the payment by the Customer of the Daily ServicesFee for the Equipment, AMS shalf provide the Customer with the Services and support functions set forth herein (the"Services"). Further, unless otherwise expressly agreed to by the parties, AMS is not obligated to and will not provideServices for any Equipment not purchased or rented by the Customer directly from AMS. The Services shall consist of: (i)the remote collection and compilation of reports and data from the Equipment via the Monitoring Software; (ii) the provisionof training and certification for Customer personnel as described below; (iii) the provision of technical support and telephoneassistance from AMS professionals; (iv) the scheduled maintenance of the Equipment; (v) the provision of reasonabledisaster recovery and backup Services for Client data stored on the Monitoring Software; and (vi) the provision of such otherServices and support functions as may be agreed to in writing by the parties from time to time.
3.2 Training and Certification. AMS will provide the Customer with personnel training and certification in the use ofthe Products at AMS' then-current training rates. Customer personnel using the Equipment to monitor electronic tagging ofClients must complete training and certification as specified by AMS prior to being granted access to Monitoring Software.In addition, AMS will provide Customer access to a reasonable number of copies of its SCRAM Continuous AlcoholMonitoring Operational Reference Guide and AMS required training curriculum and syllabus. Any travel, lodging andreasonable expenses incurred by AMS personnel for purposes of training and personnel certification will be reimbursed bythe Customer.
3.3 Eguipment Maintenance. AMS and the Customer shall establish a routine maintenance programme designedto keep the Equipment in good repair, working order and condition in accordance with AMS' then-published specifications,including establishing a schedule that will ensure the return of the Equipment to AMS at approximately annual intervals.Unless otherwise agreed, Customer shall be responsible for (i) collecting any Equipment from Clients that is scheduled formaintenance and (ii) shipping it to AMS having first obtained a Return Merchandise Authorisation (RMA) Number from AMS.Such maintenance programme shall not cover Equipment damaged or rendered inoperative for any cause not due todefects covered by the service and repair policy in this Agreement. The Customer shall not, without prior approval fromAMS, send to AMS for maintenance any Equipment not then scheduled for maintenance. Equipment returned to AMS forany reason, including rental returns, damages, and scheduled repairs, that are not accompanied with a properly issued RMAmay be assessed a returned administrative charge.
3.4 Agreements with Clients. The Customer is solely responsible for notifying Clients in writing of any restrictionsor limitations on the use of the Equipment of which it is made aware by AMS, including but not limited to banned products;prohibitions on tampering; health risk warnings; and swimming, bathing and personal hygiene restrictions. These mandatoryrestrictions and prohibitions to be communicated to Clients are available on SCRAM NET in the form of a "ParticipantAgreement". This Participant Agreement is not intended to cover all possible requirements of the relationship between theCustomer and its Clients and should be reviewed by the Customer's legal advisors prior to use. The Customer agrees tohold AMS harmless for the failure of the Customer to notify Clients of the restrictions and prohibitions contained in theParticipant Agreement and for the failure of Clients to heed the restrictions and prohibitions contained therein.
4 ACCESSRIGHTS
In consideration of the payment of the Daily Services Fees set forth below and subject to the terms and restrictions set forthherein, AMS grants the Customer a limited, non-exclusive right to access the Monitoring Software for the purpose ofmonitoring Client data. Any Customer personnel using the Products to monitor home detention Clients must completetraining and certification as specified by AMS prior to being granted access to the Monitoring Software.
5 SERVICEAND REPAIRPOLlCY
5.1 Service and Repair For Equipment purchased or rented directly from AMS and so long as the Customer (i)pays to AMS the Daily Services Fee for such Equipment (or the Equipment Rental Fee in the case of rentedEquipment) and (ii) installs the Equipment in accordance with AMS' instructions, AMS will provide the necessaryservice and repair for the Equipment, at AMS' expense, to enable it to function with the Monitoring Software in a
manner substantially in accordance with the performance parameters specified in the SCRAM Continuous AlcoholMonitoring Daily Operations Guide. While the Equipment can provide continuous home detention monitoring, it isnot designed to give immediate notification of alcohol detection and, further, AMS makes no assurances that theEquipment will detect all tamper efforts.
5.2 Exclusions From Service and Repair Podcv, The above policy does not cover Equipment that is obtained fromsources outside of AMS or is defective due to (i) improper use or installation, damage, accident, abuse oralteration; (ii) failure by the Customer to comply with the operating and maintenance instructions set forth in theSCRAM Continuous Alcohol Monitoring Daily Operations Guide; (iii) servicing of the Equipment by anyone notpreviously authorised by AMS; (iv) failure ofthe Customer to obtain reasonable and necessary maintenance of theEquipment as contemplated under this Agreement or (v) use of Parts in the repair of the Equipment that have notbeen approved in writing by AMS for use in the Products.
5.3 Sole Remedy. In the event of a breach of the above service and repair policy, the Customer's sole remedyshall be, at AMS' option, the repair or replacement of the defective Equipment by AMS.
SCHEDULE C - UKTERRITORY, PRICING AND OTHER TERMS
1. Territory:
2. Product Fees:
SCRAM Continuous Alcohol Monitoring Sets Pricing as of Effective Date:
•• Bracelet Sets: £1 ,500 each• Bracelets Only: £1,200 each• Base Stations Only: £400 each• Equipment Rental Fee per Bracelet Set: £70/month• Each order requires a 90 day minimum rental.• FLEX Annual Rental, Sets Only (One Year advance prepayment rental, non-cancellable,
non-refundable) £680.00• Replacement Costs for damaged Equipment: £440 each• Replacement Costs for lost Equipment is the currently listed purchase price of the bracelet
and base station.
3. Services Fees:
Daily SCRAM Continuous Alcohol Monitoring Service Fees as of Effective Date are:
1-149 SCRAM Continuous Alcohol Monitoring Bracelets purchased or rented = £5.30 per day when used
150 and greater SCRAM Continuous Alcohol Monitoring Bracelets purchased or rented = £4.40 per daywhen used
4. Other Special Terms:
All fees are exclusive of VAT and import fees, which will be added in accordance with prevailing legislation
THIS SCHEDULE C -UK, AND THE AGREEMENT OF WHICH IT IS A PART, IS A COMPLETE AND EXCLUSIVESTATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDES ALL PRIOR SCHEDULECs, PROPOSALS AND UNDERSTANDINGS BETWEEN THE PARTIES RELATING TO THE SUBJECT MATTER OFTHIS SCHEDULE. This Schedule C shall not be effective until executed by Customer and accepted and executed byan authorised representative of AMS. By execution, both Signers certify that each is authorised to execute theSchedule on behalf of their respective companies.
FOR AND ON BEHALF OF CUSTOMER
By:
ALCOHOL MON~/NG SYSTEMS LIMITED
______ By: 0\04 ~Name: Name: Lou Sugo
Title: Title: Vice President - Sales and Marketing
Date:
16
40 Bank Street (HQ3)Level lB. Canary WharfLondon. E14 SNR
SCHEDULEWSCRAM Wireless ™
AMS PRODUCTS AND SERVICES AGREEMENT
Customer:Office of the Police and CrimeCommissioner of Northamptonshire
This SCHEDULE W to the AMS PRODUCTS AND SERVICES AGREEMENT (the "Agreement") is enteredinto on the Effective Date by and between ALCOHOL MONITORING SYSTEMS LIMITED ("AMS") and theCustomer identified above. This Schedule is incorporated by reference into the Agreement dated 6th May2014executed by the parties. All other terms and conditions of the Agreement that are not in conflict with theterms of this Schedule are hereby ratified. Each capitalised term herein shall have the meaning assigned toit in the Agreement.
A) Pricing as of the Effective Date:a. Purchase Price per Device: £400.00b. Equipment Rental Fee per Device: £18.00 I month - six (6) month minimumc. Monitoring Fee of £1.00 I per day per Device when active - billed with each SCRAM Services
Fees Invoiced. Replacement Cost for lost or Damaged Equipment: £400.00
B) Product Information -SCRAM Wireless Device ("Device"):
a. The Device has been configured to pass information wirelessly from a SCRAM Base Station toSCRAMNET via a designated GSM cellular carrier.
b. The Customer is solely responsible for inventory management and all lost and damagedDevices.
c. Devices ordered by the Customer shall be delivered FOB to the Customer's designated facilityat AMS' expense for any order of at least five (5) units. the Customer shall pay shipping forany order of less than five (5) units and for any expedited order. AMS shall determine the typeof packaging, mode and time of transportation.
C) The CUstomer agrees and understands the Device does not provide caller location, caller identification,contain a motion sensor to detect if it is moved from its location, or come with a backup battery.
D) While AMS provides the data network coverage as a part of its Services for the Device, AMS acceptsno responsibility or liability for Wireless data coverage or lack thereof. No data will be sent by theSCRAM Base Station when the data network is not available .
•E) AMS warrants that for a period of one (1) year following delivery that the Device will (a) perform in
accordance with published specifications, and (b) will be free from defects in materials or workmanship.In the event the Device performance does not meet this warranty, AMS' sole obligation will be to repairor replace the Device .
•F) The warranty in Section E will not apply to any Device that has been (a) damaged by lightning, water,
or power surges, (b) neglected, altered, abused, or used for a purpose other than the purpose for theywere provided, (c) disassembled or repaired by the Customer or any other party, or (d) used inconjunction with a third party product other than the SCRAM Base Station.
G) AMS MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, WITH REGARD TO THE DEVICEAND ALL OTHER EXPRESS WARRANTIES IN THE AGREEMENT AND ALL IMPLIED WARRANTIES
17
OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSEARE HEREBY DISCLAIMED.
THIS SCHEDULE W, AND THE AGREEMENT OF WHICH IT IS A PART, IS A COMPLETE ANDEXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE PARTIES, WHICH SUPERSEDESALL PRIOR SCHEDULE Ws, PROPOSALS AND UNDERSTANDINGS BETWEEN THE PARTIESRELATING TO THE SUBJECT MATIER OF THIS SCHEDULE. This Schedule W shall not be effectiveuntil executed by the Customer and accepted and executed by an authorised representative of AMS. Byexecution, both signers certify that each is authorised to execute this Schedule on behalf of theirrespective companies.
FOR AND ON BEHALF OF THE CUSTOMER
By:
ALCOHi MONITORING SYSTEMS LIMITED
By: (J4 .k,J:Name:
Title: Title:
Name: ~Lo~u~S~U~gcO~__ ~~ __ ~ _Vice President - Sales andMarketing
Date:
Signed by AMS and effective as of: _1hv,_---julF---=(::-:'l-='-I_;2,.,----O-=/::-V~:__---~ "Effective Date"
18
40 Bank Street (HQ3)Level 18. Canary WharfLondon. E14 SNR
Customer:
AMS PRODUCTS AND SERVICES AGREEMENT
Office of the Police and CrimeCommissioner of Northamptonshire Telephone: 03000 111 222
Address: Wootton Hall Email/Fax:Northampton, NN4 OJQ
Term: Throughthe period ending 11th November 2014
THIS AGREEMENT is made and entered into as ofthe 6th day of May 2014
BETWEEN:
(1) ALCOHOL MONITORING SYSTEMS LIMITED a company registered in England and Wales under companyno. 07993509 whose registered office is at 40 Bank Street (HQ3), Level 18, Canary Wharf, London, E14 5NR (the "AMS");and
•(2) Office of the Police and Crime Commjissioner of Northamptonshire a company registered in England and
Wales whose registered office is at Wootton Hall, Northampton, NN4 OJQ(the "Customer").
This Agreement incorporates by reference any and an Schedules executed by the parties.
1 GENERAL SCOPE OF AGREEMENT
Subject to the terms and conditions of this Agreement, Customer shall have the option to purchase or rent the equipment specifiedin any Schedule(s) attached hereto (the "Equipment") and related parts and accessories ("Parts"), and receive any monitoring andtracking services ("Services") from AMS to monitor compliance by those individuals who are required to or opt to wear theEquipment ("Clients"). Such Services utilise a web-based software application, including any related documentation (the'Monitoring Software"). Equipment and Parts may be referred to herein as the "Products". The foregoing rights are granted toCustomer solely in the Territory stated in Schedule(s) for such Products.
2 PAYMENT
2.1 Payment Terms for Products.
2.1.1 Purchased Products. The purchase price of the Products plus any applicable invoiced taxes is due andpayable within fifteen (15) days of date of invoice.
2.1.2 Equipment Rental. Monthly payments for Equipment Rental Fees will be invoiced to Customer by AMS on orbefore the tenth (10th
) day of each month and shall be paid by Customer to AMS within thirty (30) days from the date ofsuch invoice.
2.1.3 Other Fees. All other Fees on the Schedules, including Services Fees, if applicable, will be invoiced by AMSon a monthly basis as incurred and shall be paid by Customer within thirty (30) days from the date of such invoice.
2.1.4 Currency. All fees are payable in £GBP Sterling.
2.1.5 Method of Payment: AMS' usual method of payment is through [the Banks Automated Clearing System(BACS). All payments made to AMS will be through BACS unless Customer provides advanced written notice to AMS thatthis method of payment is not possible or will cause undue inconvenience.]
2.2. Requirements for Purchase Orders. AMS will provide Customer with its standard order form to use forpurchases or rentals under this Agreement. The terms and conditions of this Agreement will apply to all contracts
19
for the purchase or rental of Products by Customer to the exclusion of all other terms and conditions including anyterms and conditions which the Customer may purport to apply under any confirmation of order or similardocument. All terms on any Customer purchase order shall not alter or amend the terms of this Agreement andany additional or varying terms contained in such instrument are expressly rejected.
2.3 ~. Customer shall be solely responsible for all taxes related to Products or Services provided to it by AMS under thisAgreement including, by way of example and not limited to VAT and import duties, irrespective of whether the Products arepurchased or rented. If Customer is exempt from taxes of any kind, including but not limited to VAT and excise tax, Customer willprovide appropriate exemption documentation for all such taxes applicable to the transactions contemplated by this Agreement.
2.4 Failure to Make Payments; SuspenSion of Services. Any amounts due and payable to AMS which are not paid inaccordance with the terms of Sections 1.1 will be subject to interest, accruing from the due date at the statutory rate of eightpercent (8%) per annum plus the Bank of England base rate calculated on a daily basis. If Services are provided under thisAgreement and Customer has not paid all applicable amounts when due, AMS may provide written notice to Customer of suchfailure and, [f Customer does not pay all outstanding amounts within thirty (30) days of AMS' notice of delinquency, AMS maysuspend Customers access to the Services until all past due amounts are paid in full. In addition, AMS may reject orders fromCustomer for additional Equipment or withhold delivery of Equipment already ordered until all outstanding amounts are paid in fullby Customer.
2.5 Title to Products - Rental Option. Title and ownership of any rented Equipment delivered by AMS shall remain withAMS and Customer will not encumber or dispose of such Equipment. In the event of the loss of any of the Equipment, Customeragrees to pay AMS the Replacement Cost or applicable Purchase Price specified in the Schedule(s). AMS reserves the right, atits sole option, to reduce Customer's inventory of owned Equipment, if any, if Customer does not remit the Replacement Cost orapplicable Purchase Price within thirty (30) days from the loss of the Products. Customer shall cooperate with AMS in thepreparation and filing of any documents considered necessary by AMS to preserve AMS' title and ownership rights to theEquipment. AMS reserves the right to audit rental inventory on a monthly basis.
3 RESTRICTIONS; LICENSE; OWNERSHIP; DISCLAIMER
3.1 Restrictions on Use; No Modification. Customer shall not do any of the following acts: (i) wilfully tamper with thesecurity of the Monitoring Software or Equipment; (ii) access data on the Monitoring Software not intended for Customer; (iii) loginto an unauthorised server or account on the MonitOring Software; (iv) attempt to probe, scan or test the vulnerability of theMonitoring Software or to breach the security or authentication measures without proper authorisation; (v) wilfully render any partof Monitoring Software unusable; (vi) reverse engineer, de-compile, disassemble or otherwise attempt to discover the source codeor underlying ideas or algorithms of the Monitoring Software; (vii) modify, translate, or create derivative works based on theMonitoring Software; (viii) rent, lease, distribute, license, sub-license, sell, resell, assign, or otherwise commercially exploit theMonitoring Software or make the Monitoring Software available to a third party other than as contemplated in this Agreement; (ix)use the Monitoring Software for timesharing or service bureau purposes or otherwise for the benefit of a third party; (x) publish ordisclose to third parties any evaluation of the MonitOring Software without AMS' or its third party supplier'S prior written consent;(xi) remove, modify, obscure any copyright. trade mark, patent or other proprietary notice that appears on the Monitorinq Software;or (xii) create any link to the Monitoring Software or frame or mirror any content contained or accessible from the MonitoringSoftware. Except as expressly provided in this Agreement, no right or licence is granted hereunder, by implication, estoppel orotherwise.
3.2 Firmware Licence. The Equipment contains firmware developed and owned by AMS or its third party suppliers andCustomer is hereby granted a limited, non-exclusive, non-transferable, royalty-free licence, for the Term, to use the firmware in theEquipment. AMS and its third party suppliers shall retain all rights to the firmware contained in the Equipment. This licence shall bedeemed to be in effect upon delivery of the Equipment.
3.3 Ownership. Customer acknowledges that all right, title and interest in any software or firmware provided under thisAgreement and all modifications and enhancements thereof, including all rights under copyright and patent and other intellectualproperty rights, belong to and are retained solely by AMS or its third party suppliers. This Agreement does not provide Customerwith title or ownership of any software or firmware provided under this Agreement, but only the rights specified in this Agreement.Further, if Customer suggests any new features or functionality for the Products or the Monitoring Software that AMS or its thirdparty suppliers subsequently incorporates into the Products or Monitoring Software, any such new features or functionality shall bethe sole and exclusive property of AMS or its third party suppliers and shall be free from any confidentiality restrictions that mightotherwise be imposed upon AMS pursuant to Section 5 below.
3.4 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, TO THE EXTENT ALLOWED BY LAW, AMSDISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OFMERCHANTABILITY, NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. AMS SHALL HAVE NOLIABILITY WHATSOEVER AS A RESULT OF THE EQUIPMENT BEING LOCATED IN AN AREA NOT COVERED BYAPPROPRIATE WIRELESS COVERAGE (IF APPLICABLE), OR IF THE EQUIPMENT FAILS TO ESTABLISH A CONNECTIONWITH THE MONITORING SOFTWARE OR THE SERVICES ARE DISABLED DUE TO NETWORK RELATED ISSUES. Withoutlimiting the express warranties set forth in this Agreement, AMS does not warrant that the Services will meet Customer'srequirements or that access to and use of the Services will be uninterrupted or free of errors. AMS cannot and does not guaranteethe privacy, security, authenticity and non-corruption of any information transmitted through, or stored in any system connected to,the Internet. Neither AMS nor its third party suppliers shall be responsible for any delays, errors, failures to perform, or disruptions
20
in the Services caused by or resulting from any act, omission or condition beyond AMS' or its third party supplier's reasonablecontrol.
4 SERVICES TERMS (IF SERVICES ARE PROVIDED BY AMS UNDER THE AGREEMENT)
4.1 Availability of Services. AMS shall use commercially reasonable efforts to make the Services available for twenty-four(24) hours a day, seven (7) days a week. Customer agrees that from time to time the Services may be inaccessible or inoperablefor reasons beyond the control of AMS, including: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairswhich AMS may undertake; or (iii) interruption or failure of telecommunication or digital transmission links, hostile network attacks,network congestion or other similar failures. Customer shall not be entitled to any set-off, discount, refund or other credit as aresult of unavailability of the Services except as expressly provided herein.
4.2 Security. AMS shall use commercially reasonable efforts to prevent unauthorised access to restricted areas of theMonitoring Software and any databases or other sensitive material. AMS reserves the right to deactivate or suspend access to theMonitoring Software by a user if such user is found or reasonably suspected to be using his/her access to facilitate illegal, abusiveor unethical activities. Such activities include pornography, obscenity, violations of law or privacy, hacking, computer viruses, orany harassing or harmful materials or uses. Customer agrees to hold AMS harmless from any claims resulting from such use orfor any unlawful disclosure or use of Client data by Customer.
4.3 Access To MonitOring Software. Customer agrees to limit requests for access to the Monitoring Software to onlypersonnel of Customer who are authorised to enrol Clients, set notification options and otherwise access the information residingwithin the Monitoring Software. AMS will provide to Customer user names, passwords and other information necessary to accessthe Monitoring Software. Customer is responsible for keeping its user names and passwords protected as Confidential Informationunder the terms of this Agreement and for any communications or transactions made using its usemames and passwords.Customer personnel are responsible for changing their respective usemames and passwords if they believe that either has beenstolen or might otherwise be misused. Customer shall provide written notice to AMS within ten (10) days if any previously authorisedpersonnel's status changes such that access should no longer be allowed, including but not limited to termination or reSignationof anyCustomer personnel who had access to the Monitoring Software. These requirements are subject to change based on reasonablereview by AMS of its information security needs. AMS will also provide regular offsite data storage and backup services forCustomer data.
4.4 Equipment and Utilities. Customer is responsible and shall bear the costs associated with providing and maintaininginternet access and all necessary telecommunications equipment, software and other materials necessary for accessing theMonitoring Software. Customer agrees to notify AMS of any changes in the foregoing, including any system configuration changesor any hardware or software upgrades, which may affect Customer's ability to access the Monitoring Software.
4.5 Consents. Customer shall obtain the necessary consent from any Client authorising the tracking and/or monitoring ofsuch Equipment by AMS or its subcontractors. Further, Customer will obtain all consents from its Clients necessary to collect andtransmit personal data to AMS or its designated third party vendors in compliance with the relevant privacy and data protectionlaws. Customer agrees to indemnify and hold AMS, and its subcontractors, harmless from any and all costs and expensesregarding any claims arising from the failure of Customer to obtain the necessary consents referenced above.
4.6 Additional Customer Responsibilities. Customer shall be solely responsible for the management and supervision ofthe Equipment and any personnel utilising the Equipment and the Monitoring Software, as well as the selection andimplementation of the Client enrolment, monitoring and notification options provided for the Monitoring Software. Customer issolely responsible for the management of the Clients, including the response to any Client violations reported by AMS or its thirdparty providers. AMS is not responsible or liable for Customer's failure to properly fulfil its foregoing responsibilities.
4.7 Third Party Call Centre Support. If Customer determines that it will establish and use a third party call centre to monitorand receive alerts from the Monitoring Software, then Customer will notify AMS and shall ensure that personnel certified by AMSwill operate the call centre. Customer shall be responsible for all acts and omissions of the third party call centre personnel grantedaccess to Monitoring Software as if they were employees of Customer.
4.8 Additional or Changed Services at AMS' Initiative. From time to time, AMS may revise the scope of the Services ordelegate to a third party some or all of the provision of the Services, or make substitutions, additions, modifications andimprovements to Monitoring Software and/or Services. Additionally, as a part of these changed Services, AMS also maydetermine, at its sale option, to discontinue providing Services hereunder for specific versions of the Products upon a minimum ofone (1) year prior notice to Customer.
4.9 Changes to Products; Retrofit Activities. AMS shall have the right at any time (i) to change the design or specificationsof any Product without notice and without obligation to make the same or any similar change on any Product previously purchasedby Customer; and (ii) to retrofit or replace (during routine maintenance or otherwise) any of Customer's Products to incorporate anyupgrades or updates then available. However, nothing herein shall obligate AMS to provide Customer with new models ofProducts at no additional cost as a part of the Services or otherwise.
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5 CONFIDENTIAL INFORMATION
5.1 Confidential Information. In connection with this Agreement a party ("Discloser") may furnish to the other party("Recipient") software, user and training manuals, data, Client information, designs, drawings, tracings, plans, layouts,specifications, samples, equipment and other information provided by or on behalf of Discloser to Recipient, that shouldreasonably have been understood by Recipient, because of (i) legends or other markings, or (ii) the circumstance ofdisclosure or the nature of the information itself, to be proprietary and confidential to Discloser or to a third party("Confidential Information"). Confidential Information specifical,y includes all information accessed by Customer via theMonitoring Software. Confidential Information may be disclosed in written or other tangible form (including digital orother electronic media) or by oral, visual or other means. Each party agrees not to disclose to the other party anyconfidential or proprietary information of third parties unless authorised to do so. The parties each agree to treat thisAgreement, including all exhibits hereto, as Confidential Information of each party.
5.2 Non-Disclosure. It is agreed that, after receipt of Confidential Information of the other party, Recipient shall: (i) restrictthe dissemination of such Confidential Information to those employees who need to use the Confidential Information in theperformance of this Agreement, and (ii) to use no less than a reasonable standard of care in safeguarding against unauthoriseddisclosure of such Confidential Information. Recipient agrees to have an appropriate non-disclosure agreement signed by each ofits employees, agents and contractors who may be exposed to Disclosers Confidential Information.
5.3 Exceptions From Confidential Information. Confidential Information shall not include information that: (i) is orbecomes part of the public domain without violation of this Agreement by Recipient, (ii) is already in Recipient's possession free ofany restriction on use or disclosure, (iii) becomes available to Recipient from a third party provided that such party was free fromrestriction on disclosure of the information or (iv) has been independently developed by Recipient.
5.4 Required Disclosures. If Recipient is required by legal proceeding discovery request, "open records" or equivalentrequest, investigative demand, witness summons, court or government order to disclose Confidential Information, Recipient maydisclose such Confidential Information provided that: (i) the disclosure is limited to the extent and purpose legally required; and (ii)prior to any disclosure, Recipient shall immediately notify Discloser in writing of the existence, terms and conditions of the requireddisclosure and, at Disclosers request and expense, cooperate in obtaining a protective order or other reliable assurance thatconfidential treatment will be accorded the Confidential Information.
6 INDEMNITY
Each party agrees, to the extent allowed by law, to defend, indemnify and hold the other party and its officers, directors,shareholders, employees and third party suppliers (collectively, the "Indemnified Parties") harmless from and against all losses,damages, charges and expenses, including reasonable legal fees, in connection with any claims against the Indemnified Partiesarising out of or related to the negligence or wilful misconduct of the other party's employees or agents. Further, Customer shallindemnify and hold harmless AMS and its officers, directors, shareholders, employees and third party suppliers against the acts oromissions of any Client assigned to wear Equipment, including claims for personal, injury property damage or death. Anindemnifying party shall have the foregoing obligation only if the other party provides: (i) a prompt written request forindemnification and defence in such claim or action; (ii) sole control of the defence and settlement thereof; and (iii) all availableinformation, assistance and authority reasonably necessary to settle and defend any such claim or action.
7 TERM AND TERMINATION
7.1 Term. The term of this Agreement shall commence from the Effective Date and shall continue for the period specified onpage one (the "Initial Term") unless earlier terminated in accordance with the provisions of this Agreement. After the Initial Term,this Agreement may be renewed upon execution by the parties of an amendment to this Agreement ("Renewal Term") (the InitialTerm together with any Renewal Term, referred to as the 'Term").
7.2 Termination by Consent. This Agreement may be terminated at any time upon mutual consent of the parties, whichtermination will be evidenced by a written agreement providing for such termination.
7.3 Termination for Breach. Either party may terminate this Agreement (i) if a voluntary or involuntary petition inbankruptcy, receivership, assignment for the benefit of creditors or other similar insolvency action is filed or levied against the otherparty and not discharged within sixty (60) days after the filing or levied thereof; (Il) by written notice by the non-breachnq party, ifthe other party fails to cure any non-payment of money owed to the other party under this Agreement within thirty (30) days of suchnotice; (iii) by written notice by the non-breaching party, if the other party fails to cure any material breach of this Agreement (otherthan non-payments described in clause (ii) above) within sixty (60) days of such notice (it is understood, however, that a violationof law, breach of confidentiality or misuse of access grants that cannot be cured shall be grounds for immediate termination); or (iv)immediately, by written notice by the non-breaching party, upon the second commission of a previously remedied material breachunder clause (iii) above.
7.4 Termination for Non-Appropriation of Funds. In the event that Customer is unable to continue to make paymentsrequired hereunder due to a failure of a responsible govemmental entity to make available funding to the level and in the amountrequired to remain in compliance with Customers financial obligations hereunder, then upon the occurrence of such a non-
22
appropriation event and on the date that the requisite funding ceases to be available to the Customer, Customer may terminatethis Agreement, without further financial obligation or liability to AMS other than to pay for Products and Services previouslydelivered to Customer or performed for Customer.
7.5 Survival. This Section, any indemnity obligations of either party, and Sections 3.3,3.4,5,8,9, 10.1 and 10.2 shall survivetermination of this Agreement. .
8 EFFECT OF TERMINATION
8.1 Payments; Return of Rented Equipment. Upon any termination of this Agreement or any Schedule incorporated byreference herein, Customer shall provide AMS with all outstanding payments due and, within ten (10) days of the termination,retum all rented and spare Equipment to AMS or, if so directed by AMS, to AMS' third party supplier. Upon termination of thisAgreement, each party shall deliver or destroy all Confidential Information of the other party which is in its possession, care orcontrol within thirty (30) days of termination except for backup and archived Client data.
8.2 Rights to Equipment. Upon any termination of this Agreement or any Schedule incorporated by reference herein, ifCustomer has rented the Equipment and not returned such Equipment in accordance with Section 8.1 above, to the extentpermitted by law, AMS shall have the right to enter (directly or through an authorised designee) upon Customer's premises andremove the Equipment, and Customer shall reimburse AMS for the expenses, including legal fees, incurred in connection with anysuch removal. To the extent permitted by law, Customer hereby waives any right to notice and a judicial hearing prior to suchremoval by AMS.
9 ALLOCATION OF LIABILITY
9.1 UNDER NO CIRCUMSTANCES SHALL A PARTY TO THIS AGREEMENT BE LIABLE TO THE OTHER PARTY ORANY OTHER THIRD PARTY FOR INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGESINCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, PROFITS, DATA, (OR USE THEREOF), ORBUSINESS INTERRUPTION ARISING OUT OF ANY ACTS OR FAILURES TO ACT, WHETHER SUCH DAMAGES ARELABELED IN STRICT LIABILITY, TORT, CONTRACT OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES.
9.2 AMS HAS NO RESPONSIBILITY OR LIABILITY FOR ACTS THAT MAY BE COMMITTED BY INDIVIDUALS WHILETHEY ARE CLIENTS. UNDER NO CIRCUMSTANCES SHALL THE TOTAL LIABILITY OF AMS FOR ALL CLAIMS OF ANYKIND WHATSOEVER, AND UNDER ANY THEORY OF LIABILITY, EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TOAMS DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EARLIEST EVENT GIVING RISE TO THE CLAIM.
9.3 The limitations set forth in this Section 9 shall apply even if any exclusive remedy in this Agreement fails of its essentialpurpose. The allocation of liability in this Section 9 represents the agreed and bargained for understanding of the parties and eachparty's compensation hereunder reflects such allocations.
10 MISCELLANEOUS PROVISIONS
10.1 Applicable Law. This Contract will be governed by and interpreted in accordance with English Law and will besubject to the exclusive jurisdiction of the Courts of England and Wales.
10.2 Arbitration. Disputes arising under this Agreement that cannot be resolved informally by the parties throughgood faith negotiations shall be resolved by arbitration before a sole arbitrator appointed by the President or DeputyPresident of the Chartered Institute of Arbitrators. The arbitration shall be governed by both the Arbitration Act 1996 andthe Control/ed Cost Rules of the Chartered Institute of Arbitrators (2000 Edition), or any amendments thereof, whichRules are deemed to be incorporated by reference into this clause. The seat of the arbitration shall be England andWales. The written decision of the arbitrator shall be final, binding and convertible to a court judgment in any appropriatejurisdiction. Each party shall bear its own expenses with respect to such arbitration and shall share equal/y in theexpenses of the arbitrator and the fees of the American Arbitration Association.
10.3 Injunctive Relief. Notwithstanding anything above to the contrary, either party at any time may apply to a court havingjurisdiction thereof for a temporary restraining order, preliminary injunction or other appropriate order where such relief may benecessary to protect its interests (including, without limitation, any breach of the obligations under Sections 3 and/or 5), without anyshowing or proving of any actual damages and without posting a bond or other security.
10.4 Non-Discrimination. To the extent required by law, AMS shall have in place a policy against discrimination such thatno person shall be excluded from full employment rights or participation in or the benefits of any programme, services or activity onthe grounds of race, colour, creed, religion, age, sex, disability, marital status or national origin, and no person shall be otherwisesubjected to discrimination.
10.5 Assignment. Except as expressing permitted herein, neither party may transfer or assign this Agreement, in whole or inpart, without the written consent of the other party and any such attempt at transfer or assignment shall be void. Notwithstandingthe foregoing, AMS may transfer or assign this Agreement to an entity that is an affiliate of AMS or, in the event of a sale of all or
23
substantially all of its assets or equity, each without the consent of Customer. This Agreement shall extend to and be binding uponany successors and permitted assigns of the parties.
10.6 No Agency; Independent Contractor. This Agreement does not constitute and shall not be construed as constitutinga partnership, agency, distributorship or joint venture between the parties. AMS is to be and shall remain an independentcontractor with respect to Products provided or Services performed under this Agreement. AMS may subcontract the performanceof any of its obligations under this Agreement. However, such subcontracting will not relieve AMS of its obligations under thisAgreement.
10.7 Force Majeure. Except for the obligation to make payments as provided herein, neither party shall be in default underthis Agreement by reason of its delay in the performance of, or failure to perform, any of its obligations under this Agreement, if,and to the extent that, such delay or failure is caused by strikes, wars, natural disasters, acts of the public enemy, governmentrestrictions or acts of terrorism. Upon claiming any excuse or delay under this Section, such party shall promptly notify the otherparty, use reasonable efforts to remove the cause and continue its performance under this Agreement whenever the cause isremoved.
10.8 Notices. All notices, requests, demands or communications required or permitted hereunder shall be in writing,delivered personally or by electronic mail, facsimile or overnight delivery service at the respective addresses set forthherein (or at such other addresses as shall be given in writing by either party to the other). All notices, requests,demands or communications shall be deemed effective upon receipt for personal delivery, or on the business dayfollowing the date of sending by electronic mail, facsimile or overnight delivery service.
10.9 Waiver; Severability. Any waiver of any default or breach ofthis Agreement shall be effective only if in writing andsigned by an authorised representative of the party providing the waiver. No such waiver shall be deemed to be a waiver of anyother or subsequent breach or default. If any provision of this Agreement is held to be invalid, the remaining portions of thisAgreement shall remain in full force.
10.10 Publicitv. AMS shall have the right to Issue news releases, press releases or other communications regardingthis Agreement to potential investors and customers. However, AMS shall not disclose any names of Clients without theprior written approval of the Client and Customer.
10.11 Headings. Headings used in this Agreement are for convenience of reference only and shall not be construedas altering the meaning of this Agreement or any of its parts.
10.12 Execution. This Agreement may be executed simultaneously in one or more counterparts, each of which shall bedeemed to be an original, but all of which together shall constitute one and the same instrument. The parties agree that Signatureson this Agreement, as well as any other documents to be executed under this Agreement, may be delivered by facsimile in lieu ofan original signature, and the parties agree to treat facsimile Signatures as original signatures and agree to be bound by thisprovision.
10.13 Entire Agreement. This Agreement constitutes the entire understanding of the parties, and supersedes all prioror contemporaneous written and oral agreements, representations or negotiations with respect to the subject matterhereof. This Agreement may not be modified or amended except in writing and signed by both parties.
By:
ALCOHOL MONITORING SYSTEMS LIMITED
B~ Xt&~FOR AND ON BEHALF OF CUSTOMER
Name: Name: Lou Sugo
Title: Title: Vice President - Sales and Marketing
Date:
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Schedule 4Data Handling Schedule
Category 4
East Midlands Strategic Commercial Unit
VERSION CONTROL
Version No. Date Author Post Reason forIssue
V1.0 11tn Graeme Unwin ProcurementJanuary Policy2013 Manager
V1.1 24tn Pat Stocker (on ISO ClarificationMarch behalf of Force on Police /2014 ISO's) Personal data
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DataandSystemsHandlingand Security (Category4 Suppliers - who supply the Forcewith goods or services or have access to unclassified Police data)
1. Definitions
1.1 Where used in this Schedule:
1.1.1 the term "Force" means the Nottinghamshire I DerbyshireNorthamptonshire Police Force and includes any other term used thereforelsewhere in the Contract.
1.1.2 the term "Contractor" will include the term "Provider", "Supplier" or"Consultant", where this term is used elsewhere in the Contract todescribe the party contracting with the Force.
1.1.3 the term "Contract" will be interchangeable with the term "Agreement",where used elsewhere in the Contract or Agreement and shall be deemedto include all schedules and appendices thereto.
1.2 For the purpose of this Schedule the following expressions will have the meaningsascribed to them:
1.2.1 "Breach of Security" means the occurrence of unauthorised access to orunauthorised use of Force Premises, the Sites, the Services or any ICT ordata (including Police Data) used by the Force or the Contractor inconnection with the Contract.
1.2.2 "Business Day" means any day other than a Saturday or Sunday or apublic or bank holiday in England.
1.2.3 "Police Data" means any data, text, drawings, diagrams, images orsounds (together with any database made up of any of these) which areembodied in any electronic, magnetic, optical or tangible media, and which:
1.2.3.1 is provided to the Contractor by or on behalf of the Force inconnection with the Contract,
1.2.3.2 the Contractor is required to generate, process, store ortransmit pursuant to the Contract, or
1.2.4 "Force Premises" means premises owned, controlled or occupied by theForce and made available for use by the Contractor or its sub-contractorsfor the provision of the Services on the terms set out in the Contract or anyseparate agreement or licence.
1.2.5 "Force System" means any computing environment (consisting ofhardware, software and/or telecommunications networks or equipment)used by the Force or the Contractor in connection with the Contract andwhich is owned by, or licensed by a third party to the Force, and which isused by the Force to receive the Services.
1.2.6 "Commercially Sensitive Information" means information notified to theForce in writing (prior to the commencement of this Contract) which hasbeen clearly marked as Commercially Sensitive Information comprised of
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information: (a) which is provided by the Contractor to the Force inconfidence for the period set out in that notification; and/or (b) thatconstitutes a trade secret.
1.2.7 "Confidential Information" means all information in respect of thebusiness and activities of a party including, without prejudice to thegenerality of the foregoing, any ideas; business methods; finance; prices,business, financial, marketing, development or manpower plans; customer(including programme participants) lists or details; computer systems andsoftware; products or services, including but not limited to know-how orother matters connected with the products or services manufactured,marketed, provided or obtained by such party, and information concerningsuch party's relationships with actual or potential clients, customers orsuppliers and the needs and requirements of such party and of suchpersons and any other information which, if disclosed, will be liable tocause harm to such party or which is of a confidential or proprietary nature(including information imparted orally). This definition does not mean the sameas "Confidential" as defined in the Government Protective Marking Scheme(GPMS).
1.2.8 "Contracting Authority" means any contracting authority as defined inRegulation 5(2) of the Public Contracts (Works, Services and Supply)(Amendment) Regulations 2000 other than the Force.
1.2.9 "Contractor Confidential Information" means Confidential Informationproprietary to the Contractor.
1.2.10 "Contractor Personnel" means all employees, agents, consultants andcontractors of the Contractor and/or of any sub-contractor of the Contractor.
1.2.11 "Crown Body" means any department, office or agency of the Crown.
1.2.12 "Environmental Information Regulations" means the EnvironmentalInformation Regulations 2004 together with any guidance and/or codes ofpractice issues by the Information Commissioner or relevant Crown Body orgovernment department in relation to such regulations.
1.2.13 "FOIA" means the Freedom of Information Act 2000 and any subordinatelegislation made under this Act from time to time together with anyguidance and/or codes of practice issued by the Information Commissioneror relevant Crown Body or government department in relation to suchlegislation.
1.2.14 "Good Industry Practice" means the exercise of that degree of skill, care,prudence, efficiency, foresiqht and timeliness as would be expected from aleading company within the relevant industry or business sector.
1.2.15 "leT" means information and communications technology.
1.2.16 "Information" has the meaning given under section 84 of the Freedom ofInformation Act 2000.
1.2.17 "Law" means any applicable law, statute, bye-law, regulation, order,regulatory policy, guidance or industry code, rule of court or directives orrequirements of any Regulatory Body, delegated or subordinate legislationor notice of any Regulatory Body.
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1.2.18 "Regulatory Bodies" means those government departments andregulatory, statutory and other entities, committees and bodies which,whether under statute, rules, regulations, codes of practice or otherwise,are entitled to requlate, investigate, or influence the matters dealt with inthe Contract or any other affairs of the Force and "Regulatory Body" shallbe construed accordingly.
1.2.19 "Request for Information" means a request for information or anapparent request for information under the Code of Practice on Access toForce Information, FOIA or the Environment Information Regulations.
1.2.20 "Services" means the services to be provided by the Contractor to theForce pursuant to the Contract, including without limitation the supply ofgoods or products to the Force.
1.2.21 "Sites" means any premises from which the Services are provided or fromwhich the Contractor manages, organises or otherwise directs the provisionor the use of the Services or where any physical interface with the ForceSystem takes place.
2. Police Data
2.1 The Contractor will:
2.1.1 not delete or remove any proprietary notices contained within or relating tothe Police Data;
2.1.2 not in any circumstances store, copy or disclose the Police Data, withoutthe Force's express prior written authorisation;
2.1.3 not use the Police Data except as necessary for the performance of itsobligations under the Contract or as otherwise expressly authorised inwriting by the Force; and
2.1.4 be responsible for preserving the integrity, security and confidentiality of thePolice Data in its possession or control, or which it uses, and preventingcorruption, unauthorised disclosure or loss of the same.
2.2 If at any time the Contractor suspects or has reason to suspect that the Police Datahas or may become corrupted, disclosed, lost or sufficiently degraded in any way forany reason, then it will notify the Force immediately.
3. Confidentiality
3.1 Except to the extent set out in this paragraph 3 or where disclosure is expresslypermitted elsewhere in the Contract, each party shall:
3.1.1 treat the other party's Confidential Information as confidential in accordancewith Good Industry Practice, any Security Policy and the Standards; and
3.1.2 not disclose the other party's Confidential Information to any other personwithout the other party's prior written consent.
3.2 Paragraph 3.1 will not apply to the extent that:
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3.2.1 such disclosure is a requirement of Law placed upon the party making thedisclosure, including without limitation any requirements for disclosureunder the FOIA, Code of Practice on Access to Force Information or theEnvironmental Information Regulations;
3.2.2 such information was in the possession of the party making the disclosurewithout obligation of confidentiality prior to its disclosure by the other party;
3.2.3 such information was obtained from a third party without obligation ofconfidentiality;
3.2.4 such information was already in the public domain at the time of disclosureotherwise than by a breach of the Contract; or
3.2.5 it is independently developed without access to the other party'sConfidential information.
3.3 The parties acknowledge that, except for any information which is exempt fromdisclosure in accordance with the provisions of the FOIA, the content of thisContract is not Confidential Information. The Force shall be responsible fordetermining in its absolute discretion whether any of the content of the Contract isexempt from disclosure in accordance with the provisions of the FOIA.
3.4 Notwithstanding any other term of this Contract, the Contractor hereby gives hisconsent for the Force to publish the Contract in its entirety, including from time totime agreed changes to the Contract, to the general public.
3.5 The Contractor may only disclose Confidential Information to Contractor Personneldirectly involved in the provision of the Services and who need to know theinformation, and will ensure that such Contractor Personnel are aware of andcomply with these obligations as to confidentiality, except that the Contractor shallnot disclose any Confidential Information to any sub-contractor without the priorwritten consent of the Force.
3.6 The Contractor will not, and will procure that the Contractor Personnel do not, useConfidential Information received otherwise than for the purposes of the Contract.
3.7 Nothing in the Contract will prevent the Force from disclosing ContractorConfidential Information:
3.7.1 to any Crown Body or other Contracting Authority, and all Crown Bodies orContracting Authorities receiving such Confidential Information will beentitled to further disclose the Confidential Information to other CrownBodies or other Contracting Authorities on the basis that the information isconfidential and is not to be disclosed to a third party which is not part ofany Crown Body or any Contracting Authority;
3.7.2 to any consultant, contractor or other person engaged by the Force or anyperson conducting an Home Office or Cabinet Office review;
3.7.3 for the purpose of the examination and certification of the Force's accounts;or
3.8 The Force will use all reasonable endeavours to ensure that any governmentdepartment, Crown Body, Contracting Authority, employee, third party or sub-
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contractor to whom Contractor Confidential Information is disclosed pursuant toparagraph 3.7 is made aware of the Force's obligations of confidentiality.
3.9 Nothing in this paragraph 3 will prevent either party from using any techniques,ideas or know-how gained during the performance of the Contract in the course ofits normal business to the extent that this use does not result in a disclosure of theother party's Confidential Information or an infringement of intellectual propertyrights.
3.10 This paragraph 3 survives termination of the Contract and will continue in full forceand effect.
4. Freedomof Information
4.1 The Contractor acknowledges that the Force is subject to the requirements of theCode of Practice on Force Information, FOIA and the Environmental InformationRegulations and will assist and cooperate with the Force to enable the Force tocomply with its Information disclosure obligations.
4.2 The Contractor will and will procure that its sub-contractors will:
4.2.1 transfer to the Force all Requests for Information that it receives as soonas practicable and in any event within two Business Days of receiving aRequest for Information;
4.2.2 provide the Force with a copy of all Information in its possession, or powerin the form that the Force (acting reasonably) requires within five BusinessDays (or such other period as the Force may specify) of the Force'srequest; and
4.2.3 provide all necessary assistance as reasonably requested by the Force toenable the Force to respond to the Request for Information within the timefor compliance set out in section 10 of the FOIA or regulation 5 of theEnvironmental Information Regulations.
4.3 The Force is responsible for determining in its absolute discretion andnotwithstanding any other provision in the Contract or any other agreement whetherany Commercially Sensitive Information and/or any other Information is exemptfrom disclosure in accordance with the provisions of the Code of Practice on ForceInformation, FOIA or the Environmental Information Regulations.
4.4 In no event will the Contractor respond directly to a Request for Information unlessexpressly authorised to do so by the Force.
4.5 The Contractor acknowledges that (notwithstanding the provisions of paragraph 3)the Force may, acting in accordance with the Department of Constitutional Affairs'Code of Practice on the Discharge of the Functions of Public Authorities under Part1 of the Freedom of Information Act 2000, be obliged under the FOIA, or theEnvironmental Information Regulations to disclose information concerning theContractor or the Services:
4.5.1 in certain circumstances without consulting the Contractor; or
4.5.2 following consultation with the Contractor and having taken theContractor's views into account;
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provided always that where paragraph 4.5 applies the Force shall, in accordancewith any recommendations of the Code referred to above, take reasonable steps,where appropriate, to give the Contractor advanced notice, or failing that, to drawthe disclosure to the Contractor's attention after any such disclosure.
4.6 The Contractor will ensure that all Information is retained for disclosure as requiredby Law and will permit the Force to inspect such records as requested from time totime.
4.7 This paragraph 4 will survive termination of the Contract and continue in full forceand effect
5. Audit
5.1 Without prejudice to any other right of audit or access granted to the Force pursuantto the Contract, the Force may at any time conduct an audit for the purpose ofassessing the Contractor's compliance with its obligations under this Schedule. TheForce shall use its reasonable endeavours to ensure that the conduct of each auditdoes not unreasonably disrupt the Contractor or delay the provision of the Services.Subject to the Force's obligations of confidentiality, the Contractor shall (and shallprocure that the Contractor Personnel shall) on demand provide the Force (and/orits agents or representatives) with all reasonable co-operation and assistance inrelation to each audit. including without limitation all information requested by theForce within the permitted scope of the audit, reasonable access to any Sites andaccess to Contractor Personnel.
5.2 Where any audit performed pursuant to paragraph 5.1 above reveals any actual orpotential security failure or weaknesses, or any other breach by the Contractor of itsobligations under this Schedule, the Contractor shall promptly notify the Force of theremedial action which the Contractor proposes in order to remedy such breach.Subject to the Force's written approval, the Contractor shall implement suchremedial action in accordance with the timetable agreed with the Force or,otherwise, as soon as reasonably possible. For the avoidance of doubt, whereremedial action is to address a non-compliance with obligations under thisSchedule, the remedial action shall be at no additional cost to the Force.
6. General
6.1 The Contractor shall notify the Force immediately upon becoming aware of anyBreach of Security including, but not limited to, an actual, potential or attemptedbreach and, as soon as reasonably practicable, provide to the Force full detailsthereof (using such reporting mechanism as may be specified by the Force fromtime to time).
6.2 The Contractor shall ensure that all Contractor Personnel who have unescortedaccess to Force Premises will comply with all visitor requirements and standardpolicies, rules and regulations relating to such Force Premises as the Force shallrequire from time to time.
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