THIS AGREEMENT is made on the [   ] day of [			 ] 20[12]

BETWEEN

(1)	[INSERT NAME OF PCT] Primary Care Trust [, in its capacity as the host Primary Care Trust to the [	] Specialised Commissioning Group,] whose principal office is at [INSERT ADDRESS] (the “CNST Co-ordinating Commissioner”), for itself and as agent for and on behalf of each CNST Associate Commissioner; and
(2)	[INSERT NAME OF PROVIDER] whose principal office is at [INSERT ADDRESS] (the “Provider”). 
BACKGROUND:
(A)	The CNST Co-ordinating Commissioner is entering into this indemnity on behalf of itself and as agent for and on behalf of each CNST Associate Commissioner.
(B)	As part of the function of commissioning healthcare services, the CNST Co-ordinating Commissioner and the CNST Associate Commissioners enter into contracts for the provision of healthcare services.  This Agreement relates to the contracts entered into by the CNST Co-ordinating Commissioner and the CNST Associate Commissioners with the Provider for the provision of elective acute healthcare services  as listed in Schedule 3 (Contracts covered by this Agreement) as may be updated from time to time with the agreement of the CNST Co-ordinating Commissioner and the Provider (each a Contract).  Each Contract is based upon the NHS standard agreement for the provision of healthcare services (the “Standard Contract”).
(C)	The Provider has requested and the CNST Co-ordinating Commissioner has agreed to provide this indemnity, for and on behalf of itself and each of the CNST Associate Commissioners, for clinical negligence claims brought against the Provider and/or any Staff and/or any Subcontractor (as defined below) in respect of the Services provided under each Contract and/or Non-Contract Activity in accordance with and pursuant to the terms and conditions set out in this Agreement.
(D)	Under clause 50 (Liability and Indemnity) of each Contract the Provider is required to effect and maintain appropriate indemnity arrangements in respect of clinical negligence claims arising from the provision or non-provision of the Services under the relevant Contract (as defined therein).
(E)	All incidents arising as a result of an NHS patient being treated by the Provider under a Contract or as Non-Contract Activity pursuant to applicable Guidance during the term of this Agreement, will be covered by the indemnity contained in this Agreement regardless of when they are notified.  Any incidents which occur before or after the term of this Agreement will not be covered by the indemnity contained in this Agreement.
(F)	In dealing with and handling any CNST Claims pursuant to the indemnity contained in this Agreement, the CNST Administrator shall act on behalf of the CNST Co-ordinating Commissioner and each CNST Associate Commissioner.
IT IS AGREED:
1.	DEFINITIONS AND INTERPRETATION
1.1	Except as defined in this Agreement, the definitions and interpretation provisions of the Contract shall apply to this Agreement:
	Business Days means a day other than a Saturday or a Sunday or bank holiday in England;
	CNST means the Clinical Negligence Scheme for Trusts established for dealing with liabilities to third parties for loss, damage or injury arising from the carrying out of various functions under the National Health Service Act 2006;
	CNST Administrator means the NHS Litigation Authority or whosoever is appointed from time to time by the Secretary of State for Health to administer CNST;
CNST Contribution means the sum determined as payable by the Provider in accordance with clauses 6.2 to 6.4; 
	CNST Associate Commissioner means a Commissioner who has a Contract with a Provider as listed in Schedule 3 (Contracts covered by this Agreement) and who has appointed the CNST Co-ordinating Commissioner as its agent in respect of this indemnity;
	CNST Claim means any CNST Loss in respect of which the CNST Co-ordinating Commissioner is or may be obliged to indemnify the Provider and/or its Staff and/or its Subcontractors pursuant to the indemnity provided under clause 3;
	CNST Effective Date means the date of this Agreement;
	CNST General Clinical Risk Management Standards means the NHS Litigation Authority’s Acute, PCT and Independent Sector Standards (2010/11) as may be amended, supplemented and/or replaced from time to time;
CNST Indirect Losses means all Indirect Losses (regardless as to whether or not the relevant CNST Claim expressly refers to consequential and/or indirect loss) relating to CNST Claims made in respect of death, personal injury and/or clinical or medical negligence and including the indirect losses of a Patient; 
CNST Losses means any Losses and which for the purposes of the indemnity set out in clause 3 of this Agreement shall include any CNST Indirect Losses;
	CNST Membership Rules means the CNST Membership Rules dated April 2001, as the same may be amended, supplemented and/or replaced from time to time; 
	First Contract means the Contract with the earliest Effective Date of the Contracts listed in Schedule 3 (Contracts covered by this Agreement) as the same may be amended from time to time;
	Indemnity Requirements means the requirements contained or referred to in the documents listed in Schedule 1 (Indemnity Requirements) as amended, supplemented or replaced from time to time and in any further documents issued by or on behalf of the CNST Administrator from time to time; 
Last Contract means the Contract with the latest Expiry Date of the Contracts listed in Schedule 3 (Contracts covered by this Agreement) as the same may be amended from time to time; 
	Subcontractor means any subcontractor engaged by the Provider in the provision of: 
	(a)	Services who have been approved as Material Subcontractors under the Contract, and/or
	(b)	Non-Contract Activity (where such subcontractor engaged by the Provider to perform Non-Contract Activity is included in the list of Material Subcontractors referred to in any Contract), 
	in each case who comply with the Indemnity Requirements.
2.	COMMENCEMENT AND DURATION
2.1	This Agreement shall take effect from the CNST Effective Date and the indemnity under clause 3 shall apply on and from the Service Commencement Date of the First Contract.
2.2	Subject to clause 7, this Agreement shall terminate on the earlier of:
(a)	the Expiry Date of the Last Contract;
(b)	the date on which the Last Contract is terminated pursuant to Clause 56 (Termination) of such Contract; or
(c)	the date which is three (3) months after the date on which the Provider is eligible to become a member of CNST or any scheme that replaces it and is available to all providers of elective acute healthcare services to the NHS, 
such date being referred to in this Agreement as the “Termination Date”. 
2.3	The indemnity under clause 3 shall apply in relation to:
(a)	each Contract in relation to the Services performed by the Provider and its Staff and its Subcontractors in accordance with the terms of that Contract; and 
(b)	Non-Contract Activity in relation to the Non-Contract Activity performed by the Provider, its Staff and its Subcontractors in accordance with applicable Guidance. 
2.4	If the Termination Date is not on or prior to 31 March 2013 (when Primary Care    Trusts are to be abolished), then notwithstanding any other provision of this Agreement, this Agreement shall terminate on 31 March 2013.

3.	INDEMNITY 
3.1	Subject to:
(a)	clause 3.2; 
(b)	clause 3.3; and
(c)	the CNST Co-ordinating Commissioner’s right to withdraw the indemnity in the circumstances set out in clause 6.9,
the CNST Co-ordinating Commissioner shall indemnify and keep the Provider, its Subcontractors and its Staff indemnified at all times from and against all CNST Losses paid or payable by (as the case may be) the Provider, its Subcontractors and/or any Staff to or in respect of any Patient, his dependents or estate in consequence of or in connection with any claim by or on behalf of any Patient, his dependents or estate in respect of medical or clinical negligence or alleged medical or clinical negligence on the part of the Provider, its Subcontractors and/or any Staff in connection with the Services and/or Non-Contract Activity provided that the Services (and/or Non-Contract Activity) were delivered during the term of this Agreement.
3.2	The CNST Co-ordinating Commissioner’s obligation set out under clause 3.1 will not apply where the Provider has failed to comply with any of its obligations under clauses 4, 5, 6 and, if applicable, clause 7 of this Agreement and clause 51.1 (Assignment and Sub-contracting) of the Contract to the extent that such failure adversely affects the availability of benefits to the relevant CNST Co-ordinating Commissioner or CNST Associate Commissioner or the exercise of the discretion of the CNST Administrator to make available any such benefits to the CNST Co-ordinating Commissioner or relevant CNST Associate Commissioner pursuant to the Indemnity Requirements in respect of the claim by or on behalf of a Patient, his dependents or estate as referred to in clause 3.1.
3.3	For the avoidance of doubt, nothing in this Agreement shall relieve the Provider from complying with any of its obligations to indemnify the CNST Co-ordinating Commissioner and each CNST Associate Commissioner, as appropriate, pursuant to the terms of the relevant Contract, save for those obligations in relation to CNST Claims.
3.4	Each of the CNST Co-ordinating Commissioner and the CNST Associate Commissioner confirm that it is a member of CNST.
3.5	For avoidance of doubt, the Parties acknowledge that notwithstanding the provisions of this Agreement or any Contract, CNST is not available for: 
(i)	maternity services;
(ii)	trauma and critical care services where admission is unplanned (but excluding emergency and/or ancillary services delivered during, following or as a result of an episode of treatment under a Contract including returns to theatre and/or emergency readmissions).

4.	CONDUCT OF CNST CLAIMS 
4.1	If the Provider receives any notice, demand, letter or other document concerning any CNST Claim or becomes aware of any fact, matter, event or circumstance which may give rise to a CNST Claim, the Provider shall as soon as reasonably possible give notice in writing of such claim (together with a copy of the relevant notice, demand, letter or other document), fact, matter, event or circumstance to the relevant CNST Associate Commissioner (with which it holds the Contract under which the CNST Claim arises) and the CNST Administrator.
4.2	On the giving of a notice by the Provider in accordance with sub-clause 4.1, the CNST Administrator will assume conduct of the CNST Claim and the CNST Claim and any defence, dispute, compromise or appeal of the claim and any incidental negotiations will be dealt with by the CNST Administrator in accordance with the Indemnity Requirements at the expense of CNST.  The Provider shall give the CNST Co-ordinating Commissioner, the relevant CNST Associate Commissioner and the CNST Administrator all reasonable co-operation and all reasonable access and assistance as they may require, for the purposes of considering and resisting such claim.
4.3	With respect to any CNST Claim conducted pursuant to this clause 4:
(a)	the CNST Co-ordinating Commissioner or the relevant CNST Associate Commissioner and/or the CNST Administrator shall keep the Provider fully informed about material elements of the conduct of the claim; and
(b)	the Provider acknowledges and agrees that the CNST Administrator shall be entitled to conduct any claim as it shall see fit and pay or settle such claims on such terms as it shall see fit.
4.4	The Provider shall not, and shall procure that no Subcontractor nor any member of Staff make any admission of liability, nor any payment of any kind to or in respect of any Patient, in relation to any CNST Claim, without the express written consent of the CNST Administrator.
4.5	The Provider shall and shall procure that each Subcontractor and any member of Staff engaged in providing clinical services is familiar with and complies with relevant NHS guidance issued from time to time by the CNST Administrator (including the Apologies and Explanations Circular^1) and the National Patient Safety Agency (including the Safer Practice Notice^2).
4.6	If the CNST Co-ordinating Commissioner, the relevant CNST Associate Commissioner and/or the CNST Administrator pays or procures the payment to the Provider or to any claimant of an amount in respect of a CNST Claim and the Provider subsequently recovers (whether by payment, discount, credit, saving, relief or other benefit or otherwise) a sum which is directly referable to the fact, matter, event or circumstance giving rise to the claim, the Provider shall immediately repay to the CNST Co-ordinating Commissioner, the relevant CNST Associate Commissioner and/or the CNST Administrator, as appropriate, the lesser of:
(a)	an amount equal to the sums recovered (or the value of the saving or benefit obtained) less any out-of-pocket costs and expenses properly incurred by the Provider in recovering the same; and
(b)	the amount paid to the Provider or the claimant in respect of the claim under the relevant indemnity, 
provided always that there shall be no obligation on the Provider to pursue such recovery and that the CNST Co-ordinating Commissioner, the relevant CNST Associate Commissioner and/or the CNST Administrator (as appropriate) is repaid only to the extent that the amount of such recovery aggregated with any sum recovered from the CNST Co-ordinating Commissioner, the relevant CNST Associate Commissioner and/or the CNST Administrator (as appropriate) exceeds any loss sustained by the Provider (including for this purpose Indirect Losses which are excluded by this Agreement from being recovered from the CNST Co-ordinating Commissioner, the relevant CNST Associate Commissioner and/or the CNST Administrator (as appropriate)).
5.	INDEMNITY REQUIREMENTS 
5.1	The Provider acknowledges the provisions of the Indemnity Requirements and the rights and obligations of the Commissioners under the Indemnity Requirements.
5.2	The Provider shall:
(a)	at its own cost at the request of the CNST Co-ordinating Commissioner, the relevant CNST Associate Commissioner and/or the CNST Administrator:
(i)	grant full access to the Provider’s Premises, Staff, Subcontractors, all documents, records, computer databases or other property to the CNST Co-ordinating Commissioner, the relevant CNST Associate Commissioner and/or the CNST Administrator at such times and for such purposes as may be lawfully required by them in connection with CNST or any CNST Claim; and
(ii)	provide to the CNST Co-ordinating Commissioner, the relevant CNST Associate Commissioner and/or the CNST Administrator such information as it or they may lawfully require pursuant to the Indemnity Requirements or otherwise in connection with CNST or any CNST Claim;
(b)	at its own cost co-operate fully with, and provide such assistance as may be required by, the CNST Co-ordinating Commissioner, the relevant CNST Associate Commissioner and/or the CNST Administrator and provide such information as it or they may lawfully require pursuant to the Indemnity Requirements or otherwise in connection with CNST and any CNST Claim;
(c)	at its own cost comply with all risk management standards developed by the CNST Administrator pursuant to the Indemnity Requirements; 
(d)	not do or omit to do, and shall procure that no Subcontractor nor member of Staff shall do or omit to do, anything which may adversely affect the availability of benefits to the CNST Co-ordinating Commissioner and/or a CNST Associate Commissioner or the exercise of the discretion of the CNST Administrator to make available any such benefits to the CNST Co-ordinating Commissioner or any CNST Associate Commissioner pursuant to the Indemnity Requirements; 
(e)	ensure that prior to the commencement of the employment or engagement of any member of Staff and/or Subcontractor they each sign a copy of a letter from the Provider addressed to that member of Staff and/or Subcontractor in the Agreed Form set out in Schedule 2 (Agreed Form Staff/Subcontractor Letter) and provide a copy of such letter to the CNST Co-ordinating Commissioner upon request; and
(f)	in respect of all Non-Contract Activity performed by the Provider in the relevant Contract Month, within five (5) Business Days of serving an invoice on a Commissioner for Non-Contract Activity provide a copy of such invoice to the CNST Co-ordinating Commissioner.
(g)	provide such information as reasonably required by the NHSLA in relation to the type and volume of procedures delivered under each Standard Contract.
6.	CNST CONTRIBUTIONS
General
6.1	In consideration for the indemnity provided pursuant to clause 3, the Provider shall pay to the CNST Co-ordinating Commissioner the CNST Contributions in accordance with this clause 6.
How a CNST Contribution is calculated
6.2	The CNST Contribution for each month of this Agreement (the “Contract Month”) is calculated by the CNST Co-ordinating Commissioner as: 
∑ for each Contract (the DH CNST Guidance Percentage x Invoiced Contract Activity Amount)
where:
DH CNST Guidance Percentage is the percentage specified in the Department of Health CNST Guidance as may be amended and updated from time to time in respect of CNST Contribution calculations under the CNST indemnities provided by commissioners to independent sector providers which for the year 2012/2013 shall be 0.85%;
	Invoiced Contract Activity Amount is the sum of: 
(i)	undisputed portion of the amount payable by the CNST Co-ordinating Commissioner and each relevant CNST Associate Commissioner to the Provider calculated pursuant to the processes under clause 7 (Prices and Payment) of the relevant Contract in relation to payment and reconciliation for the relevant Contract Month; and
(ii)	the amount payable by a Commissioner of Non-Contract Activity to the Provider in respect of any Non-Contract Activity performed by the Provider in the relevant Contract Month.
6.3	Within (10) ten Business Days of receipt of notification of the Invoiced Contract Activity Amount from the CNST Associate Commissioners for each Contract, the CNST Co-ordinating Commissioner shall issue an invoice to the Provider for the CNST Contribution for the relevant Contract Month. 
6.4	The Provider acknowledges and agrees that:
(a)	subject to clause 6.7, the CNST Contribution cannot be set-off against any other amount owing to the Provider under the relevant Contract; and
(b)	the CNST Co-ordinating Commissioner’s determination of the CNST Contribution under clause 6.2 shall, save in the case of manifest error, be final and binding on the Provider. 
Payment of the CNST Contribution
6.5	The Provider shall pay the CNST Contribution to the CNST Co-ordinating Commissioner in clear funds within ten (10) Business Days of the date on which the invoice is served under clause 6.3.
6.6	The CNST Co-ordinating Commissioner shall remit to the CNST Associate Commissioners their share of the CNST Contribution within ten (10) Business Days of receipt from the Provider. 
Persistent Late Payment or Non-Payment of CNST Contribution
6.7	Where full payment of the CNST Contribution for the relevant Contract Month is not made by the Provider in accordance with clause 6.5, the Co-ordinating Commissioner shall serve notice of non-payment on the Provider requiring the Provider to remedy the non-payment of such CNST Contribution within twenty (20) Business Days of the date of such notice.
6.8	Where, following the notice given in clause 6.7 the Provider fails to pay the CNST Contribution due in accordance with the terms of clause 6.7, the CNST Co-ordinating Commissioner shall provide each relevant CNST Associate Commissioner with details of the relevant unpaid invoice(s) which relate to it, as appropriate (an Unpaid CNST Invoice), and each such CNST Associate Commissioner shall be entitled to, either:
(a)	in any case, deduct the unpaid element of the Unpaid CNST Invoice from any amounts then owing by the relevant CNST Associate Commissioner to the Provider under the relevant Contract an amount not more than the aggregate value of the unpaid element of the Unpaid CNST Invoices which relate to it; or
(b)	where the aggregate amount remaining unpaid under all Unpaid CNST Invoices (taking into account any amounts offset under clause 6.8(a) above) exceeds £20,000, request that the CNST Co-ordinating Commissioner shall terminate this Agreement in accordance with clause 6.9.
6.9	In the event that the CNST Co-ordinating Commissioner receives a request under clause 6.8(b), it shall be entitled to terminate this Agreement in accordance with the following process:
(a)	the CNST Co-ordinating Commissioner shall serve a written notice on the Provider, notifying the Provider of the aggregate amount outstanding under the Unpaid CNST Invoices (such amount not to be less than £20,000) and demanding payment of such outstanding amount within 10 Business Days and stating that the Agreement may be terminated if payment is not made (a CNST Demand);
(b)	in the event the amount set out in the CNST Demand is not paid (or set off by a relevant CNST Associate Commissioner under clause 6.8(a)) within 10 Business Days of the service of the CNST Demand) the CNST Co-ordinating Commissioner shall (if it wishes to pursue its right to terminate this Agreement) serve a written notice by hand or by registered post addressed to the Company Secretary and Chief Executive Officer of the Provider, notifying the Provider of the aggregate amount outstanding under the Unpaid CNST Invoices (such amount not to be less than £20,000) and demanding payment of such outstanding amount within a further 10 Business Days and stating that the Agreement may be terminated if payment is not made (Final Demand);
(c)	in the event the amount set out in the Final Demand is not paid (or set off by a relevant CNST Associate Commissioner under clause 6.8(a)) within 10 Business Days of the service of the Final Demand), the CNST Co-ordinating Commissioner shall (if it wishes to pursue its right to terminate this Agreement) serve a written notice by hand or by registered post addressed to the Company Secretary and Chief Executive Officer of the Provider, giving the Provider notice that this Agreement shall terminate with effect from the date which is ten (10) Business Days after the date of such notice, whereupon this Agreement shall terminate and all benefits hereunder shall cease.
7.	Consequences of Termination 
7.1	If a Contract terminates prior to expiry of this Agreement, subject to the Provider’s ongoing compliance with its obligations under this Agreement (and subject to the Staff and Subcontractors’ ongoing compliance with the terms of clauses 4 and 5), all CNST Claims arising after the Expiry Date of the relevant Contract but which relate to Services performed under the relevant Contract performed prior to the Expiry Date and/or Non-Contract Activity shall be conducted pursuant to the process set out in clause 4 and the indemnity provided pursuant to clause 3 shall continue to apply. 
7.2	If this Agreement terminates then, subject to the Provider’s ongoing compliance with its obligations under clauses 4 and 5 (and subject to the Staff or Subcontractors’ ongoing compliance with the terms of clauses 4 and 5), all CNST Claims which arise out of the Services performed under the relevant Contract and/or Non-Contract Activity on or before the Termination Date shall be conducted pursuant to the process set out in clause 4 and the indemnity provided pursuant to clause 3 shall continue to apply and the CNST Co-ordinating Commissioner or the relevant CNST Associate Commissioners shall assume the conduct and responsibility for such CNST Claims.
Provider liability for CNST Claims after the Termination Date
7.3	The Provider shall have no recourse, remedy or entitlement against the relevant CNST Associate Commissioner, the CNST Co-ordinating Commissioner or the CNST Administrator or recourse to the indemnity provided under clause 3 of this Agreement in relation to claims that arise which relate to incidents or claims made by patients in respect of patients treated by the Provider after the Termination Date.
Continuing Obligations
7.4	Save as otherwise expressly provided in this Agreement expiry or other termination of this Agreement shall:
(a)	be without prejudice to any accrued rights and obligations under this Agreement as at the date of termination; and 
(b)	not affect the continuing rights and obligations of the Provider and/or the CNST Co-ordinating Commissioner and/or each CNST Associate Commissioner (as the case may be) under clauses 3 (Indemnity), 4 (Conduct of CNST Claims), 5 (Indemnity Requirements), 7 (Consequences of Termination), 9 (Dispute Resolution) and/or 12 (Governing Law and Jurisdiction).
8.	VAT
8.1	All sums to be paid or other consideration to be given by the Provider to the CNST Co-ordinating Commissioner pursuant to or in connection with any supply to be made under this Agreement and as calculated in accordance with this Agreement are exclusive of VAT which if properly charged shall be paid by the Provider at the same time as and in addition to such sums or other consideration at the applicable rate, the CNST Co-ordinating Commissioner shall issue a VAT invoice to the Provider in respect of that supply at the same time as an invoice is issued for each CNST Contribution under clause 6.
9.	DISPUTE RESOLUTION
9.1	In relation to any dispute arising out of or in connection with this Agreement, Clause 53 (Dispute Resolution) of the Contract shall apply mutatis mutandis to the dispute under this Agreement.
10.	COUNTERPARTS
10.1	This Agreement may be executed in any number of counterparts, each of which shall be regarded as an original, but all of which together shall constitute one agreement binding on all of the Parties, notwithstanding that all of the parties are not signatories to the same counterpart.
11.	NOTICES
11.1	Any notices under this Agreement shall be in writing and shall be served by hand, post, or electronic mail by sending the same to the address for the relevant party set out in Schedule 4 (Notices).
11.2	Notices:
(a)	by post shall be effective upon the earlier of actual receipt, or five (5) Business Days after mailing;
(b)	by hand shall be effective upon delivery;
(c)	by email shall be effective when sent in legible form, but only if, following transmission, the sender does not receive a non-delivery message.
12.	GOVERNING LAW AND JURISDICTION
12.1	This Agreement shall be considered as a contract made in England and this Agreement and any non-contractual obligations in relation thereto shall be subject to the laws of England.
12.2	Subject to the provisions of clause 9, the Parties agree that the courts of England shall have exclusive jurisdiction to hear and settle any action, suit, proceeding or dispute in connection with this Agreement. 
13.	ABOLITION OF PRIMARY CARE TRUSTS

13.1 	On abolition of the CNST Co-ordinating Commissioner and/or CNST Associate Commissioner the obligations and/or liabilities of the CNST Co-ordinating Commissioner and/or CNST Associate Commissioner under this Agreement shall be dealt with under section 70 of the 2006 Act. 

IN WITNESS WHEREOF the Parties signed this Agreement on the date first above written

SIGNED BY [insert name]				)
for and on behalf of the 				)
CNST CO-ORDINATING COMMISSIONER	)  Signature
for itself and on behalf of each 				)  Title
CNST ASSOCIATE COMMISSIONER			)  												Date

SIGNED BY [insert name]			)
for and on behalf of the 			) Signature
PROVIDER 			) Title
			)  
			Date

Schedule 1
Indemnity Requirements^3
CNST Membership Rules 
CNST Reporting Guidelines Fifth Edition 
NHSLA Framework Document (December 2002)
NHS Indemnity: Arrangements for Clinical Negligence Claims in the NHS 
NHSLA Circular “Apologies and Explanations” (May 2009)
CNST General Clinical Risk Management Standards 
NHSLA Clinical Negligence Litigation: A Very Brief Guide for Clinicians (June 2003)
NHSLA Factsheet 1: background information (August 2011)
NHSLA Factsheet 2: financial information (June 2011)
NHSLA Factsheet 3: information on claims (August 2011)
NHSLA Acute and Community Standards (2012/13)
Clinical Negligence Claim Report Form 

Schedule 2
Agreed Form Staff/Subcontractor Letter

[To be agreed between the parties prior to signature of this indemnity]

Form of Letter from Provider to Staff and Subcontractors as per Clause 5.2(e) of this Agreement

Dear [Name],

Re: [Staff/Subcontractor] [delete as appropriate] letter of undertaking

Re: [insert name of Contract]
You are to be employed or engaged by us to provide/assist in the provision of [insert services].
NHS patients choosing to be treated at the [insert details of hospital] (Hospital) pursuant to our [insert name of Contract][s] with Commissioner[s] (as defined therein) (NHS Patients)will be covered by the Secretary of State for Health’s Clinical Negligence Scheme for Trusts (or CNST); essentially, a scheme of self-insurance for clinical negligence for NHS Trusts and Primary Care Trusts (Referring Health Service Bodies).  This means that neither we nor you will need to hold medical malpractice insurance in relation to the clinical services we provide to such NHS Patients at the Hospital.
However, under the contract we have entered into with one or more Referring Health Service Bodies, we have accepted a range of obligations in relation to our dealings with NHS Patients, our dealings with the NHS Litigation Authority (or NHSLA) (which runs the CNST) and the way in which clinical negligence claims and allegations of clinical negligence by NHS Patients are handled.  The acceptance of these obligations and our compliance with them is a condition of our getting the benefit of CNST.
We therefore require that, as conditions of your employment or engagement by us:
(a)	if you receive any notice, demand, letter or other document concerning any claim or allegation of clinical negligence or if you become aware of any thing, event or circumstance which may give rise to a clinical negligence claim or any allegation of clinical negligence, you immediately notify us accordingly and give us a copy of the relevant notice, demand, letter or other document;
(b)	you help and co-operate with us, any Referring Health Service Bodies and the NHSLA in any way we or they may require in relation to any clinical negligence claim or any allegation of clinical negligence and the defence of it;
(c)	you do not make any admission of liability, nor make any payment of any kind to or in respect of any patient, in relation to any clinical negligence claim or allegation of clinical negligence without our written consent;
(d)	at our request and/or at the request of any Referring Health Service Bodies or the NHSLA;
(i)	you make yourself available for interview and to appear before any court or tribunal at any time and for any purpose we, any Referring Health Service Bodies or the NHSLA may require in connection with the CNST or any clinical negligence claim or allegation of clinical negligence and the defence of it;
(ii)	you provide any information which we, any Referring Health Service Bodies or the NHSLA may require in connection with CNST or any clinical negligence claim or allegation of clinical negligence or the defence of it; and
(iii)	you co-operate fully with us, any Referring Health Service Bodies and the NHSLA and provide whatever help we or they may require in respect of any clinical negligence claim or allegation of clinical negligence or the defence of it, risk management assessment or any other matter in connection with the CNST.
These are obligations which you owe not only to us but also to the NHSLA and to Secretary of State for Health and Referring Health Service Bodies. Any of those parties may contact you directly and require you to perform any of these obligations and you agree that you will perform such obligations if so requested.
It is a condition of your continued employment or engagement by us that you agree to the conditions above.

Yours sincerely

…………………………….
For and on behalf of [INSERT NAME OF PROVIDER]

……………………………
Countersigned by [INSERT NAME OF STAFF/SUBCONTRACTOR] as acknowledgement and acceptance of the terms of this letter

Schedule 3
Contracts covered by this Agreement

Effective Date | List of CNST Associate Commissioners who are parties | Short form name of Contract | Expiry Date

[This Schedule will be updated from time to time as new Contracts are entered into and brought within the operation of this Agreement]

Schedule 4
Notices

For the purpose of clause 11, the address for service of notices on the:

a)	Co-ordinating Commissioner is:
[insert name of Co-ordinating Commissioner]
[insert name of contact person]
[insert postal address]
[insert email address]

b)	Provider
[insert name of Provider]
[insert name of contact person]
[insert postal address]
[insert email address]

c)	CNST Associate Commissioner
[insert name of CNST Associate Commissioner]
[insert name of contact person]
[insert postal address]
[insert email address]

d)	CNST Administrator
[insert name of CNST Administrator]
[insert name of contact person]
[insert postal address]
[insert email address]