Title: Base Document
Author: Freshfields Bruckhaus Deringer LLP
Last saved by: DH
Company: Freshfields Bruckhaus Deringer

THIS AGREEMENT (the Agreement) is made on       
Between:
(1)	[INSERT NAME] PRIMARY CARE TRUST whose principal office is at [insert address] (the CNST Co-ordinating Commissioner); and
(2)	[INSERT NAME] PRIMARY CARE TRUST whose principal office is at [insert address] (the CNST Associate Commissioner),
each a Party and together the Parties.
Whereas:
(A)	The Parties each have a responsibility to commission a range of healthcare and/or social care services to meet the needs of the populations for which they are responsible, and this responsibility includes the commissioning of acute healthcare services for people of all ages.  In order to fulfil such responsibilities, the Parties have entered into or may enter into contracts with providers of such services on the terms of the standard NHS Contract for acute services. 
(B)	As at the date of this Agreement, independent sector providers of acute healthcare services are unable to become members of the CNST Scheme.  It is possible that the membership of the CNST Scheme will be extended in future to cover IS Providers and this Agency Agreement would no longer be required for IS Providers who become CNST members.
(C)	The CNST Associate Commissioner[s] have and/or will become parties to the Contracts listed in Schedule 1 with the Providers.
(D)	Clause 26 (Liability and Indemnity) of the Contracts require each Provider to put in place appropriate insurance for clinical and medical negligence claims in respect of the Services. 
(E)	The CNST Associate Commissioner[s] has/have offered to indemnify the Providers in respect of CNST Claims on the terms of the CNST Indemnity. The Providers have accepted the CNST Associate Commissioner[s] offer.
(F)	The CNST Associate Commissioner[s] wish to appoint the CNST Co-ordinating Commissioner as [its][their] agent in respect of the CNST Indemnity on the terms and conditions of this Agreement. 
It is agreed as follows:
1.	DEFINITIONS AND INTERPRETATIONS
1.1	Definitions
Terms defined in Schedule 1 (Definitions and Interpretation) of the Contract and clause 1 of the CNST Indemnity have the same meaning in this Agreement, unless otherwise defined or the context otherwise requires.  
1.2	Interpretation
The provisions of Schedule 1 (Definitions and Interpretation) of the Contract and clause 1 of the CNST Indemnity shall apply to this Agreement as if set out in full with references to “this Agreement” being treated as references to this “Agreement”.
2.	Appointment 
2.1	Agent 
The CNST Associate Commissioner[s] appoints the CNST Co-ordinating Commissioner to act as [its][their] agent on the terms and conditions of this Agreement.
2.2	Representations
Except as expressly authorised by a CNST Associate Commissioner in writing, the CNST Co-ordinating Commissioner shall not make any representation or give any warranty: 
(a)	that is has authority to bind the CNST Associate Commissioner in any way other than on the terms of this Agreement and only in relation to the CNST Indemnity; or 
(b)	relation to, or in connection with the Contract (except where the CNST Co-ordinating Commissioner is the co-ordinating commissioner under the relevant Contract).
3.	Term and termination 
3.1	Commencement 
This Agreement shall commence on the date it is signed and shall terminate on the earlier of:
(a)	the Expiry Date of the Last Contract; 
(b)	the the date on which the Last Contract is terminated pursuant to Clause 35 of such Contract; 
(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; and
(d)	the date on which  Agency Agreement Termination Date which is either:
(i)	date set out in a notice served by a CNST Associate Commissioner under clause 3.2(a) if that CNST Associate Commissioner is the only CNST Associate Commissioner who is a party to this Agreement; or
(ii)	date set out in a notice served by the CNST Co-ordinating Commissioner under clause 3.2(b).
3.2	Agency Agreement Termination Date
(a)	If there is only one CNST Associate Commissioner who is a party to this Agreement, this Agreement will terminate if that CNST Associate Commissioner serves one month’s written notice to the CNST Co-ordinating Commissioner that: 
(i)	the CNST Associate Commissioner no longer wishes the CNST Co-ordinating Commissioner to act as its agent in respect of the CNST Indemnity;
(ii)	all Contracts to which the CNST Associate Commissioner is a counter-party are expiring or otherwise terminating and the Services under them are either not going to be re-procured or if they are being re-procured will not be delivered by a Provider.
(b)	The CNST Co-ordinating Commissioner may terminate this agreement on one month’s written notice to all CNST Associate Commissioners if: 
(i)	the CNST Co-ordinating Commissioner no longer wishes to act as the agent in respect of the CNST Indemnity; 
(ii)	all Contracts to which the CNST Co-ordinating Commissioner is a counter-party are expiring or otherwise terminating and either: 
(A)	the Services under them are not going to be re-procured; or 
(B)	if they are being re-procured the Services will be delivered by:
(I)	a Provider who is already a member of CNST; or 
(II)	a Provider who has elected to obtain private insurance.
3.3	Termination of agency 
Where there is more than one CNST Associate Commissioner, any CNST Associate Commissioner may terminate the CNST Co-ordinating Commissioner’s appointment as agent (and the CNST Associate Commissioner’s participation in this Agreement) on one month’s written notice to the CNST Co-ordinating Commissioner if: 
(a)	the CNST Associate Commissioner no longer wishes the CNST Co-ordinating Commissioner to act as its agent in respect of the CNST Indemnity; or
(b)	all Contracts to which the CNST Associate Commissioner is a counter-party are expiring or otherwise terminating and the Services under them are either not going to be re-procured or if they are being re-procured will not be delivered by a Provider.
4.	TermS of appointment
The CNST Co-ordinating Commissioner: 
(a)	accepts the appointment as agent of the CNST Associate Commissioners on the terms and conditions of this Agreement;
(b)	undertakes to perform its obligations as set out in the CNST Indemnity with due care and skill;
(c)	will collect the CNST Contribution from the Provider under the CNST Indemnity and on receipt promptly pay each CNST Associate Commissioner its share of such CNST Contribution; and
(d)	notify each CNST Associate Commissioner of any CNST Claim and/or any other information of which the CNST Co-ordinating Commissioner becomes aware about the Provider in respect of the CNST Indemnity that may have a material adverse impact on that CNST Associate Commissioner’s ability to perform its obligations under their relevant Contract.
5.	CNST Associate Commissioners undertakings 
Each CNST Associate Commissioner: 
(a)	confirms that it is a Commissioner and [is][will be] a party to the Contracts listed in Schedule 1;
(b)	undertakes to provide the information set out in clause 6 of the Agreement to the CNST Co-ordinating Commissioner to allow the CNST Co-ordinating Commissioner to calculate the CNST Contribution for the Provider and to fulfil its obligations under the CNST Indemnity;
(c)	undertakes to notify the CNST Co-ordinating Commissioner of any CNST Claim and/or any other information of which the CNST Associate Commissioner becomes aware about the Provider in respect of the CNST Indemnity that may have a material adverse impact on the CNST Co-ordinating Commissioner’s ability to perform its obligations under the CNST Indemnity; 
(d)	acknowledges and agrees that if a CNST Claim arises that it will comply with the provisions set out in clause 4 and/or clause 7 of the CNST Indemnity, as the case may be; 
(e)	acknowledges and agrees that the CNST Co-ordinating Commissioner is not liable for and indemnifies the CNST Co-ordinating Commissioner against any claim arising in respect of:
(i)	the calculation of any CNST Contribution;
(ii)	any Contract between the Provider and the CNST Associate Commissioner (except and to the extent that the Co-CNST ordinating Commissioner and the CNST Associate Commissioner are parties to a Consortium Agreement in respect of such Contract). 
6.	Accession to this Agreement
Any Commissioner who is a not a party to this Agreement may appoint the CNST Co-ordinating Commissioner as its agent in respect of the CNST Indemnity by acceding to this Agreement in accordance with the Accession Deed attached as Annex A to this Agreement. 
7.	NOTICES 
7.1	General
Clause 40 (Notices) of the Contract shall apply to notices served under this Agreement. 
7.2	Address for notice
(a)	For the purposes of clause 40 of the Contract, the address for the service of notices on the CNST Co-ordinating Commissioner is: 
CNST Co-ordinating Commissioner:
[For local insertion]
[Insert name of CNST Co-ordinating Commissioner]
[Insert name of contact person]
[Insert postal address]
[Insert e-mail address]
(b)	For the purposes of clause 40 of the Contract, the addresses for service of notices on the CNST Associate Commissioners are: 
Each CNST Associate Commissioner:
[For local insertion]
[Insert name of CNST Associate Commissioner]
[Insert name of contact person]
[Insert postal address]
[Insert e-mail address]
8.	DISPUTE RESOLUTION
In relation to any dispute arising out of or in connection with this Agreement, Clause 28 (Dispute Resolution) of the Contract shall apply mutatis mutandis to the dispute under this Agreement. 
9.	COUNTERPARTS
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. 
10.	GOVERNING LAW AND JURISDICTION
(a)	This Agreement shall be considered as a contract made in England and shall be subject to the laws of England. 
(b)	Subject to the provisions of clause 9 of this Agreement, 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. 
In witness of which each of the Parties has executed this Agreement on the date stated at the beginning of this Agreement.
[insert execution blocks]

Schedule 2	
list of contracts
Effective Date | List of CNST Associate Commissioners who are parties | Short form name of Contract | Expiry Date

Annex A	
Deed of Accession 
THIS DEED OF ACCESSION (the Deed) is made on       
Between:
(3)	[INSERT NAME] PRIMARY CARE TRUST whose principal office is at [insert address] (the Acceding Party); and
(4)	[INSERT NAME] PRIMARY CARE TRUST whose principal office is at [insert address] (the Co-ordinating Commissioner); and
(5)	[INSERT NAME] PRIMARY CARE TRUST whose principal office is at [insert address] (the Continuing CNST Associate Commissioner),
each a Party and together the Parties.
Whereas:
This Deed relates to an agency agreement between the Continuing CNST Associate Commissioners and the Co-ordinating Commissioner dated [insert date] (Agency Agreement).
1.	Interpretation
1.1	All defined terms used in this deed poll have the same meaning as in the Agency Agreement.
2.	Assumption of obligations
2.1	The Acceding Party confirms that it has been supplied with a copy of the Agency Agreement and covenants with all Continuing CNST Associate Commissioners and the Co-ordinating Commissioner to observe, perform and be bound by all the terms of the Agency Agreement with the intent and effect that the Acceding Party is deemed with effect from the date of this Deed.
3.	Acceding Party warranties
3.1	The Acceding Party represents and warrants to the Continuing CNST Associate Commissioners and the Co-ordinating Commissioner that: 
(a)	(Contract): it is a Commissioner and [is][will be] a party to the Contracts listed in Annex A to this Deed;
(b)	(power):  it has the power to enter into and perform its obligations under this deed poll and to carry out the transactions contemplated by the Agency Agreement;
(c)	(action): it has taken all necessary action to authorise the entry into and performance of this deed poll and to carry out the transactions contemplated by the Agency Agreement;
(d)	(binding obligations):  this deed poll constitutes a legal, valid and binding obligation of it enforceable in accordance with its terms by appropriate legal remedy;
(e)	(no contravention):  neither the execution and performance by it of this deed poll nor any transaction contemplated under the Agency Agreement will violate in any respect any provision of:
(i)	its terms of authorisation; or
(ii)	any other document, agreement or other arrangement binding upon it.
4.	Address for Notices
4.1	The address of the Acceding Party for the purposes of notices under the Agency Agreement is, until substituted in accordance with that agreement, as follows:
[Insert name of CNST Associate Commissioner]
[Insert name of contact person]
[Insert postal address]
[Insert e-mail address]
In witness of which each of the Parties has executed this Agreement on the date stated at the beginning of this Agreement.
[insert execution blocks]

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

[insert date] 
[insert  name] Primary Care Trust (1) 
and
[insert  name] Primary Care Trust (2)
AGREEMENT FOR THE APPOINTMENT OF AGENT IN RESPECT OF CNST ARRANGEMENTS FOR INDEPENDENT SECTOR PROVIDERS UNDER NATIONAL ACUTE STANDARD CONTRACTS