DATED

------------

Simple Back-to-Back Contract (Commercial)

[between/among]

First Party

and

Second Party

This agreement is dated [DATE]

Parties

(1) [FULL NAME OF MAIN CONTRACTOR] incorporated and registered in England and
Wales with company number [NUMBER] whose registered office is at [REGISTERED
OFFICE ADDRESS] (Main Contractor).

(2) [FULL NAME OF SUBCONTRACTOR] incorporated and registered in England and

Wales with company number [NUMBER] whose registered office is at [REGISTERED
OFFICE ADDRESS] (Subcontractor).

BACKGROUND
(A) The Main Contractor [expects to enter OR has entered] into an agreement (the Main
Contract, as defined in clause 1.1) under which the Main Contractor agrees to [supply
goods and services to OR [INCLUDE REFERENCE TO NATURE OF WHAT IS TO
BE SUPPLIED]] [FULL NAME OF CUSTOMER] (Customer).

(B) The Main Contractor [will enter OR has entered] into the Main Contract on the basis that
it will be the Subcontractor that supplies all the goods and services specified in the [Main
Contract OR Subcontract Scope of Work (as defined in clause 1.1)], on a "back-to-back"
basis with the Main Contractor [but for the benefit of the Customer], and in accordance
with the provisions set out below.

Agreed terms

1. Interpretation

The following definitions and rules of interpretation apply in this agreement.

1.1. Definitions:

Control shall have the meaning as defined in section 1124 of the Corporation Tax Act 2010, and
the expression change of control shall be construed accordingly.

Day means a period of 24 consecutive hours [ending at 12.00 midnight OR starting at [TIME]].

Main Contract means the [draft OR signed] agreement attached as Schedule 1.

[Mandatory Policies means the Main Contractor's mandatory policies and procedures [listed in
Schedule 5], as amended by notification to the Subcontractor from time to time.]

[Subcontract Scope of Work means the specification set out in Schedule 2.]

1.2. Interpretation of agreement

Headings in this agreement shall not affect the interpretation of this agreement.

1.3. Definitions
 Except as expressly defined in [this clause 1 and] Schedule 3 of this agreement, terms as
defined in the Main Contract shall have the same meaning when used in this agreement.

1.4. Interpretation

Except as expressly provided herein, the rules of interpretation in the Main Contract
shall apply to this agreement.

1.5. Incorporation

For the purposes of this agreement, references in the Main Contract to "this agreement"
shall be to the Main Contract as amended by this agreement, with the alterations made
for the purposes of this agreement.

1.6. In this agreement:

(a) Referencing clauses and schedules

any reference to a "clause" or "Schedule" is, unless the context otherwise

requires, a reference to a clause or Schedule in this agreement, excluding a
clause or schedule in the Main Contract; and

(b) Main Contract

Any reference to a "Main Contract clause" or "Main Contract Schedule" is,

unless the context otherwise requires, a reference to a clause or schedule in the
Main Contract.

1.7. What amounts to a person

A person includes a natural person, corporate or unincorporated body (whether or not

having separate legal personality) [and any personal representatives, successors and
permitted assigns of that person].

1.8. Schedules form part of agreement

 The Schedules form part of this agreement and shall have effect as if set out in full in
the body of this agreement. Any reference to this agreement includes the Schedules.

1.9. Incorporated bodies

A reference to a company includes any company, corporation or other body corporate,

wherever and however incorporated or established.

1.10. Singular and plural

Unless the context otherwise requires, words in the singular shall include the plural and
in the plural shall include the singular.

1.11. Gender-neutral language

Unless the context otherwise requires, a reference to one gender shall include a
reference to all genders.

1.12. Party representatives, successors and assigns.

A reference to any party shall include the party's personal representatives, successors
and permitted assigns.

1.13. Legislative references

Unless expressly provided otherwise in this agreement, a] reference to legislation or a

legislative provision is a reference to it as [amended, extended or re-enacted from time
to time OR it is in force as at the date of this agreement].

1.14. Subordinate legislation

Unless expressly provided otherwise in this agreement, a OR A] reference to legislation

or a legislative provision shall include any subordinate legislation made [from time to
time OR as at the date of this agreement] under that legislation or legislative provision.

1.15. Written communication

 A reference to writing or written includes writing, faxing and emailing.

1.16. Prohibition on allowing something to be done.

An obligation not to do something includes an obligation not to allow that thing to be

done.

1.17. Jurisdictional reference

[Any reference to an English legal term for any action, remedy, method of judicial
proceeding, legal document, legal status, court, official or any legal concept or thing
shall be deemed to include a reference to that which most nearly approximates to the
English term in that jurisdiction.]

1.18. Agreement variation

This agreement and any reference to this agreement or any other agreement or
document referred to herein is a reference to this agreement as varied or novated (in
each case, other than in breach of the provisions of this agreement) from time to time.

1.19. Inclusive language

Any words following the terms including, include, in particular, for example or any
similar expression shall be construed as illustrative and not limit the sense of the words,
description, definition, phrase or term preceding those terms.

2. Effective Date

2.1. Effectiveness

Subject to clause 2.2 to [clause 2.3 OR clause 2.4] below, this agreement shall have
legal effect from the date on which it is signed on behalf of both parties (Effective
Date).

2.2. Effectiveness of agreement

 If the Main Contract has not been signed by the Effective Date, clause 4, clause 5 and
clause 6 of this agreement shall have legal effect only from the date on which
Subcontractor receives written notice from the Main Contractor that the Main Contract
has become legally effective.

2.3. Notification of contract

The Main Contractor shall notify the Subcontractor in writing as soon as the Main
Contract becomes effective.

2.4. Effectiveness of agreement

[If the Main Contractor has not received written notice from the Subcontractor that the
Main Contract has become legally effective by close of business [in London] on or
before [DATE] (or such later date agreed in writing by the parties), this agreement shall
cease to have effect, except for clauses [ANCILLARY CLAUSES THAT WOULD
REMAIN IN EFFECT].]

3. [Bid process

3.1. Offer to supply goods and services.

The Main Contractor shall offer to supply the goods and services specified in the Main
Contract to the Customer.

3.2. Main Contractor's discretion

Whether or not the Main Contractor decides to enter into the Main Contract with the
Customer shall be wholly at the option of the Main Contractor.

3.3. Bid process obligations

[ANY OTHER PROVISIONS DETAILING THE OBLIGATIONS OF THE PARTIES

IN RELATION TO THE RELEVANT OFFER, BID OR TENDER PROCESS].

4. Back-to-back agreement
4.1. Subcontractor to perform duties of Main Contractor

[As soon as this clause becomes effective under clause 2 above, the Subcontractor shall
discharge in full all the duties imposed upon the Main Contractor in the Main Contract
and have in full all the rights, privileges, options and protections that the Main
Contractor has in the Main Contract except as further provided herein.]

OR

As soon as this clause becomes effective under clause 2 above, the Subcontractor shall
be bound to the Main Contractor in respect of the Subcontract Scope of Work as the
Main Contractor shall be bound to the Customer under the Main Contract except as
further provided in this agreement.]

4.2. Determining rights and duties

Except as further provided in this agreement, the Main Contract shall be used to
determine the respective rights and duties of the Main Contractor and the Subcontractor
under this agreement except that:

(a) Substitution of terms

wherever in the Main Contract there is a reference to the Customer or a term

referring to the Customer, for the purposes of this agreement a reference to the
Main Contractor or a term referring to the Main Contractor shall be substituted;

(b) Substitution of terms

wherever in the Main Contract there is a reference to the Main Contractor or a

term referring to the Main Contractor, for the purposes of this agreement a
reference to the Subcontractor or a term referring to the Subcontractor shall be
substituted; and

(c) Interpretation of contract

 The Main Contract shall be interpreted subject to the further alterations made
for the purposes of this agreement as set out in Schedule 3.

5. Indemnity from Subcontractor and disputes

5.1. Indemnification

The Subcontractor shall indemnify the Main Contractor against all losses, claims,
demands, costs and expenses incurred or suffered by the Main Contractor (including all
claims for liquidated damages by the Customer against the Main Contractor [as a result
of entering into this agreement and the Main Contract OR arising out of the Subcontract
Scope of Work]. Notwithstanding clause 8, liability under this clause 5.1 shall be
unlimited.)

5.2. Notify of disputes

[The Main Contractor shall give to the Subcontractor notice in writing as soon as
possible after it becomes aware of any dispute between the Main Contractor and the
Customer arising out of the [Main Contract OR Subcontract Scope of Work],]

5.3. Settlement of disputes

The Subcontractor shall deal with any disputes that arise between the Main Contractor
and the Customer arising out of the [Main Contract OR Subcontract Scope of Work]
and shall control and pay in full for any litigation, arbitration, mediation, adjudication,
expert determination or other dispute settlement procedure in which the Main
Contractor might be involved as a result of entering into this agreement. Provided that
the Main Contractor gives to the Subcontractor written notice as required by clause 5.2
above, whereupon The Subcontractor shall be deemed to have sole authority to manage
and settle such dispute.

5.4. [The Subcontractor shall:

(a) Reimbursement of expenses

 pay to the Main Contractor the amount of all costs and expenses (including
legal and out-of-pocket expenses) reasonably incurred by the Main Contractor
in connection with the negotiation, preparation, execution and perfection of this
agreement and any other document referred to in it;

(b) Enforcing rights

on demand, pay to the Main Contractor the amount of all costs and expenses
(including legal and out-of-pocket expenses) incurred by the Main Contractor
in connection with enforcing or preserving any rights under, or monitoring the
provisions of this agreement[, and any other document referred to in it; and

(c) Indemnify against taxes and fees

The Main Contractor shall indemnify the Company against any cost, loss or
liability incurred by the Company in relation to all stamp, documentary,
registration and other similar duties and taxes payable in respect of this
agreement and any other document referred to herein.

5.5. Payment terms

[The Subcontractor shall pay the Main Contractor any amounts due to the Main
Contractor within 30 days of receipt of invoice, unless otherwise stated in this
agreement.]

6. Fees[, commissions], charges and expenses

6.1. Payment terms

The Main Contractor shall pay to the Subcontractor, as full consideration for the
performance by the Subcontractor of its duties under this agreement, all amounts that
the Main Contractor actually receives under the Main Contracts [after deducting
commission to the Main Contractor at the rates set out in Schedule 4].

OR
 The Main Contractor shall pay to the Subcontractor as full consideration for the
performance by the Subcontractor of its duties under this agreement the amounts set out
in Schedule 4 at the times specified in Schedule 4.]

6.2. Transfer of payments

The Main Contractor agrees to promptly and in full transfer all sums received from the
Customer to the Subcontractor except for deductions referred to in clause 6.1.

6.3. Set-off

The Main Contractor may at any time and at its option[, without notice to the
Subcontractor,] set off any liability of the Subcontractor to the Main Contractor
(including any amounts due under clause 5 above) against any liability of the Main
Contractor to the Subcontractor, whether either liability is present or future, liquidated
or unliquidated, and whether or not either liability arises under this agreement. If a debt
owed by one party is set off against a debt owed by another party in this manner, each
party's obligation with regard to that debt remains unchanged. The Main Contractor may
exercise its rights under this clause only insofar as they do not limit or affect other rights
it has available under this agreement.

7. Compliance with laws and policies

7.1. Compliance with laws and regulations

Each party shall at its own expense comply with all applicable laws and regulations
relating to its activities under this agreement, as they may change from time to time, and
with any conditions binding on it in any applicable licences, registrations, permits or
approvals.

7.2. Mandatory policies

Mandatory policies. The Subcontractor shall comply with the Mandatory policies [and
[INSERT RELEVANT INDUSTRY CODE IF ANY]], [in each case] as the Main
Contractor [or the relevant industry body] may update them from time to time;
8. Limitation of liability

8.1. Liability for fraud

Nothing in this agreement shall limit or exclude the liability of either party for:

(a) Negligence

death or personal injury caused by its negligence, or the negligence of its

employees, agents or subcontractors (as applicable);

(b) fraud or fraudulent misrepresentation or wilful default; and

(c) Liability

Any matter for which it would be unlawful to exclude or restrict liability.

8.2. Subject to clause 8.1:

(a) Liability

Neither party shall under any circumstances whatever be liable to the other,
whether in contract, tort (including negligence), equity (including restitution),
breach of statutory duty, or otherwise, for:

(i) any loss of profit, sales, revenue, or business;

(ii) loss of anticipated savings;

(iii) loss of or damage to goodwill;

(iv) loss of agreements or contracts;

(v) loss of use or corruption of software, data or information;

(vi) Losses from termination

 any loss arising out of the lawful termination of this agreement or any
decision not to renew its term; or

(vii) Settlement without approval

any ex gratia payment or sum paid in settlement of a claim paid by one

party without the prior written approval of the other;

(b) Liability for damage to property

the total liability of either party for damage to property caused by the
negligence of its employees in connection with this agreement shall be limited
to £[AMOUNT LINKED TO RELEVANT INSURANCE POLICY] for any
one event or series of connected events; and

(c) Liability limit

The total liability of either party to the other for all other loss or damage arising
under or in connection with this agreement, whether in contract, tort (including
negligence), equity (including restitution), breach of statutory duty, or
otherwise, shall not exceed £[AMOUNT] for the entire term of this agreement.

8.3. Main Contractor's obligations

[The Main Contractor shall not be responsible to the Subcontractor for any failure to
perform its obligations under this agreement where there is a corresponding failure by
the Customer to perform its obligations under the Main Contract, provided that] [the
Main Contractor takes all reasonable steps to pursue its rights under the Main Contract.]

8.4. No deliberate default

No limitations or exclusions in respect of deliberate default. Neither party may benefit

from the limitations and exclusions set out in this clause with respect to any liability
arising from its deliberate default.

8.5. Notification of claims

 Unless a party notifies the other party in writing within [NUMBER] months of an event
having occurred or its having grounds to make a claim in respect of the event, the other
party shall have no liability for that event. The notice period for an event shall start on
the day on which the party wishing to make a claim became, or ought reasonably to
have become, aware of [the event having occurred OR its having grounds to make a
claim in respect of the event] and shall expire [NUMBER] months from that date. The
notice must be in writing and must identify the event and its grounds for making a claim
in reasonable detail.

9. Commencement and duration

This agreement shall be effective from the Effective Date and shall continue in force
until the parties have discharged all their obligations under it unless:

(a) Termination clause

this agreement terminates in the circumstances set out in clause 2.4;

(b) Termination of agreement

the Main Contract is terminated for any reason, in which case this agreement
shall terminate immediately and automatically, without further action being
necessary by the parties, and subject to all the rights of the parties accrued up
to the date of termination; or

(c) Termination by one party

this agreement is terminated by one of the parties under clause 10.1.

10. Termination

10.1. Termination for cause

Without prejudice to any rights that have accrued under this agreement or any of its
rights or remedies, either party may [at any time] terminate this agreement with
immediate effect by giving [written] notice to the other party if:

(a) Late payment

the other party fails to pay any amount due under this agreement on the due
date for payment and remains in default not less than [NUMBER] days after
being notified [in writing] to make such payment;

(b) Material breach

the other party commits a [material] breach of any [material] term of this
agreement [(other than failure to pay any amounts due under this agreement)]
and (if such breach is remediable) fails to remedy that breach within a period of
[NUMBER] days after being notified [in writing] to do so;

(c) Breach of contract

If the other party repeatedly breaches any of the terms of this agreement, it
shall be reasonable for you to have the opinion that its conduct is inconsistent
with it having the intention or ability to give effect to the terms of this
agreement.

(d) Debt payment issues

the other party suspends, or threatens to suspend, payment of its debts or is

unable to pay its debts as they fall due or admits inability to pay its debts or is
deemed unable to pay its debts within the meaning of section 123 of the
Insolvency Act 1986];

(e) Debt restructuring

the other party commences negotiations with all or any class of its creditors
with a view to rescheduling any of its debts, or makes a proposal for or enters
 into any compromise or arrangement with its creditors [other than (being a
company) for the sole purpose of a scheme for a solvent amalgamation of that
other party with one or more other companies or the solvent reconstruction of
that other party];

(f) Insolvency

the other party applies to court for, or obtains, a moratorium under Part A1 of
the Insolvency Act 1986; or

(g) Winding up

a petition is filed, a notice is given, a resolution is passed, or an order is made,

for or in connection with the winding up of that other party (being a company)
[other than for the sole purpose of a scheme for a solvent amalgamation of that
other party with one or more other companies or the solvent reconstruction of
that other party];

(h) Administration

an application is made to court, or an order is made, for the appointment of an

administrator, or if a notice of intention to appoint an administrator is given or
if an administrator is appointed over the other party (being a company);

(i) Floating charge holder

the holder of a qualifying floating charge over the assets of that other party
(being a company) has become entitled to appoint or has appointed an
administrative receiver;

(j) Receiver appointed

a person becomes entitled to appoint a receiver over the assets of the other
party or a receiver is appointed over the assets of the other party;

(k) Attachment or process

 a creditor or encumbrancer of the other party attaches or takes possession of, or
a distress, execution, sequestration or other such process is levied or enforced
on or sued against, the whole or any part of the other party's assets and such
attachment or process is not discharged within [14] days;

(l) Bankruptcy, insolvency or similar proceedings

any event occurs, or proceeding is taken, with respect to the other party in any
jurisdiction to which it is subject that has an effect equivalent or similar to any
of the events mentioned in clause 10.1(d) to clause 10.1(k) (inclusive);

(m) Suspension or cessation of business

the other party suspends or ceases, or threatens to suspend or cease, carrying on

all or a substantial part of its business;

(n) Financial position

the other party's financial position deteriorates so far as to reasonably justify

the opinion that its ability to give effect to the terms of this agreement is in
jeopardy[; or

(o) Change of control

[There is a change of control of the other party (within the meaning of section
1124 of the Corporation Tax Act 2010)].

(p) Warranty void if untrue

[any warranty given in clause [NUMBER] of this agreement is found to be

untrue or misleading.]

10.2. Material breach

 [For the purposes of clause 10.1(b), material breach means a breach (including an
anticipatory breach) that is serious in the widest sense of having a serious effect on the
benefit which the terminating party would otherwise derive from:

(a) a substantial portion of this agreement; or

(b) Any of the obligations set out in clauses [NUMBERS].

over [the term of this agreement OR any [NUMBER]-month period during the term of
this agreement]. In deciding whether any breach is material no regard shall be had to
whether it occurs by some accident, mishap, mistake or misunderstanding.]

10.3. Breach of contract

The Main Contractor may terminate this agreement immediately by notice in writing if
the Subcontractor is in breach of its compliance obligations under clause 7.

11. Further assurance

[Each OR Each] party shall use all reasonable endeavours to procure that any necessary
third party shall [promptly] execute and deliver such documents and perform such acts
as may [reasonably] be required for the purpose of giving full effect to this agreement.

12. Counterparts

12.1. This agreement may be executed in any number of counterparts, each of which shall
constitute a duplicate original, but all the counterparts together shall constitute the one
agreement.

12.2. Executed agreement by fax or email

[Transmission of [an executed counterpart of this agreement (but for the avoidance of
doubt not just a signature page) OR the executed signature page of a counterpart of this
agreement by [(a) fax or (b)] email (in PDF, JPEG or other agreed format) shall take
effect as the transmission of an executed "wet-ink" counterpart to this agreement. [If
 [this OR either] method is adopted, without prejudice to the validity of the agreement
thus made, each party shall on request provide the other[s] with their "wet ink" hard
copy original[s].]]

12.3. Effectiveness

[No counterpart shall be effective until each party has [provided OR delivered] to the
other[s] at least one executed counterpart.]

13. Third party rights

No one other than the party to this agreement, [their successors and permitted
assignees], shall have any right to enforce any of its terms.

14. No partnership or agency

14.1. No partnership or joint venture

Nothing in this agreement shall be construed to, or be intended to, establish any
partnership or joint venture between any of the parties, constitute any party the agent of
another party, or authorise any party to make or enter into any commitments for or on
behalf of any other party except as expressly provided herein.

14.2. Each party confirms it is acting on its own behalf and not for the benefit of any
other person.

Each party confirms that it is acting on its own behalf and not for the benefit of any
other person.

15. Conflict

15.1. Conflict of interest

If there is any conflict between this schedule and the other clauses of this agreement, the
other clauses of this agreement shall take precedence.
15.2. Schedule 4 takes precedence.

If there is any conflict between this schedule and any other clauses or schedules of this
agreement, this schedule shall take precedence.

16. Governing law

This agreement and any dispute or claim arising out of or in connection with it, its
subject matter or formation (including non-contractual disputes or claims) shall be
governed by and construed in accordance with the law of England and Wales.

17. Jurisdiction

17.1. Option 1: Exclusive or non-exclusive jurisdiction; applies mutually

[Each party irrevocably agrees that the courts of England and Wales shall have
[exclusive OR non-exclusive] jurisdiction to settle any dispute or claim arising out of or
in connection with this agreement or its subject matter or formation (including non-
contractual disputes or claims).

OR

17.2. Option 2: Clause for the benefit of one party

Each party irrevocably agrees, for the sole benefit of [PARTY 1] that, subject as
provided below, the courts of England and Wales shall have exclusive jurisdiction over
any dispute or claim arising out of or in connection with this agreement or its subject
matter or formation (including non-contractual disputes or claims). Nothing in this
clause shall limit the right of [PARTY 1] to take proceedings against [PARTY 2] in any
other court of competent jurisdiction, nor shall the taking of proceedings in any one or
more jurisdictions preclude the taking of proceedings in any other jurisdictions, whether
concurrently or not, to the extent permitted by the law of such other jurisdiction.

OR
17.3. Option 3: Reciprocal: defendant's home country clause

Each party irrevocably agrees that any proceedings relating to any dispute or claim,
arising out of or in connection with this agreement or its subject matter or formation
(including non-contractual disputes or claims) instituted against [PARTY 1] by
[PARTY 2] shall be brought in the courts of [PARTY 1'S COUNTRY OF DOMICILE]
and any such proceedings against [PARTY 2] by [PARTY 1] shall be brought in the
courts of [PARTY 2'S COUNTRY OF DOMICILE]. [Each party agrees that the
specified courts shall have exclusive jurisdiction over such disputes or claims save that
any counterclaim may be brought in any proceedings already commenced.]]

17.4. Service of process

[[PARTY 2] irrevocably appoints [NAME] of [ADDRESS] [FAX NUMBER] as its

agent to receive on its behalf service of any proceedings under clause 17.1 above. Such
service shall be deemed completed on delivery to such agent (whether or not it is
forwarded to and received by [PARTY 2]) and shall be valid until such time as [PARTY
1] has received prior written notice that such agent has ceased to act as agent. If for any
reason such agent ceases to be able to act as agent or no longer has an address in
England or Wales, [[PARTY 2]] shall forthwith appoint a substitute acceptable to
[[PARTY 1]] and deliver to [[PARTY 1]] the new agent's name and address [[AND
FAX NUMBER]] within England and Wales.]

17.5. Service of process

[[Each party OR [PARTY 1] OR [PARTY 2]] irrevocably consents to any process in

any legal action or proceedings under clause 17.1 above being served on it in
accordance with the provisions of this agreement relating to service of notices. Nothing
contained in this agreement shall affect the right to serve process in any other manner
permitted by law.]

This agreement has been entered into on the date stated at the beginning of it.
SCHEDULES:

1. SCHEDULE 1: Main Contract

1.1. [INSERT MAIN CONTRACT HERE]

2. [SCHEDULE 2: Subcontract Scope of Work]

2.1. [INSERT SUBCONTRACT SCOPE OF WORK HERE, IF THERE IS ONE.]

3. 4. 5.

6. 7. 8.

9. 10.11.
S

[EITHER

The alterations are indicated in the [following OR attached] version of the Main Contract, which
has been marked up to show deletions, additions and amendments made for the purposes of this
agreement.

OR

The alterations to the Main Contract for the purpose of this agreement are as follows:

a)

Clause [NUMBER] deleted:

The entire text of Clause [NUMBER] is deleted and replaced with the words “Not used”.

b)

Clause [NUMBER] added:

This clause is inserted: [NEW CLAUSE].

c)

Clause [NUMBER] amended:

This clause is amended to read as follows: [AMENDED CLAUSE IN FULL].

12. SCHEDULE 4: Fees and commissions

12.1.

13. [SCHEDULE 5: Mandatory Policies

13.1. [Anti-bribery and Anti-corruption Policy].

13.2. [Modern Slavery and Human Trafficking Policy].

13.3. [Data and Privacy Policy].

13.4. [Corporate and Social Responsibility Policy].

13.5. [Ethics Policy].]

SIGNATORIES:

Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF MAIN CONTRACTOR]

....................

Director

Signed by [NAME OF DIRECTOR] for and on behalf of [NAME OF SUBCONTRACTOR]

....................

Director