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Ve val fey
i] oe BIRD & BIRD
Our Ref: 90 Fetter Lane
MEMORANDUM London EC4A 11P
Your Ref: « Telep!
Legally Privileged & Confidential
De wei
TO: George McCorkell, BA
Paul Rich, POCL
ce: Joe Ashton, Post Office Legal Services *
Pat Kelsey, BA/POCL Programme
Ron Powell, DSS Solicitor’s Office
Jeff Triggs, Slaughter & May
FROM: . Hamish Sandison, Bird & Bird: GRO: pines .
i i G
I Décnieste
DATE: 8 October 1998 eerie i OMG
RN Scot
RE: : STANDSTILL AGREEMENT ined
DW Byam-Cook
GH Smith
RC Walkey
Oke
M Macdonald
DMC Stone
CwWRees
. . . POQuinin
I attach a copy of the Standstill Agreement as signed by all the parties and the HRSanditon
DHAyes
Adviser on Tuesday. I am keeping your originals here in case they are needed at Ry Ward
CM Crosthwaite,
short notice. Richard Christou and Graham Corbett each have a signed original of NT enkins
’ RM Bkckensaff
their own. : SK Toppieg
. TCG Tether
HE Pearson
VSA Crook
TRO Asserson,
JStannard
Lo ocicax
IMGyngelt
MRHathe
Tee at,
Man ~~ RH Buterwonh
NSP Blundell
‘ wn P1Dana
C >) 1 KAB\BPOCLIOOINMEMO\MCCORK Maer"
OrIN Walden*
EC Office 209A Avenue Louise, 1050 Brussels, Belgium Telephor
nevestormrcoriz Hong Kong 20/F Printing House, 18 Ice House Street, Central, Hong Kong Telephong GRO I snot a solicitor
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STANDSTILL AGREEMENT
BETWEEN
SECRETARY OF STATE FOR SOCIAL SECURITY
-and-
POST OFFICE COUNTERS LTD
-and-
ICL PATHWAY LIMITED
\
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STANDSTILL AGREEMENT : eres shee ee
THIS AGREEMENT is made the6& day of October 1998
* BETWEEN
(1)
Q)
G)
The SECRETARY OF STATE FOR SOCIAL SECURITY, acting through and on
behalf of the Department of Social Security and on behalf of the Department of Health
and Social Security for Northern Ireland (“DSS”)
POST OFFICE COUNTERS LTD whose registered office is situated at King Edward
Building, King Edward Street, London, EC1A 1AA (“POCL”)
(SS and POCL being referred to collectively as the “Authorities”); and
ICL PATHWAY LIMITED whose registered office is situated at 26 Finsbury Square,
London, EC2A 1DS (“Pathway”) (formerly known as Pathway Group Limited)
WHEREAS
A.
The parties entered into, inter alia, three agreements dated 15 May 1996, and known to
the parties as (1) the Authorities Agreement (2) the DSS Agreement and (3) the POCL
Agreement (together the “Related Agreements”).
Pursuant to the Related Agreements Pathway contracted to provide to the Authorities
the design, development, integration and establishment of certain computer facilities
("the Service Infrastructure") and the support, operation and management of such
facilities and other related services ("the Services")
Differences and disputes (together “the Differences”) have arisen between the parties as
to the provision of the Service Infrastructure and the Services.
The parties have agreed that, in order to facilitate resolution of the Differences, there
should be a period (the “Standstill Period”) during which the parties shall be prohibited
from issuing legal proceedings under the Related Agreements and during which they
shall use best endeavours to resolve the Differences (“the Process”).
The parties have agreed to Graham Corbett assuming the role set out in the terms of
reference dated 15th September 1998 to facilitate the Process.
The parties have agreed that work and activity to be carried out under the Related
Agreements shall not cease during the Standstill Period.
ry
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In consideration of the partics not instituting legal proceedings: -*+-- -
NOW IT IS HEREBY AGREED AS FOLLOWS:-
1. Unless otherwise stated all terms which are defined in ihe Related Agreements shall have
the same meanings in this Agreement.
2. The Standstill Period shall be from 16 September, 1998 until this Agreement is terminated
in accordance with Clause 8 hereof.
3. . During the Standstill Period, the parties shall not issue or commence legal proceedings
or make any application to Court in respect of the Differences or otherwise in respect of
the Related Agreements save as provided in Clause 9 hereof.
4, ‘The parties agree that the Altemative Dispute Resolution procedure set out in Clause 807
of each of the Related Agreements shall be deemed to have taken place during the
Standstill Period so that, should full resolution of the Differences not be reached, the
parties can proceed to act in respect of the Differences in accordance with 104.1 of each
of the Related Agreements at the end of the Standstill Period.
5. Work and activity to be carried out under the Related Agreements shall not cease during
the Standstill Period. Save as provided herein, all terms and conditions of the Related
Agreements shall remain in force.and all existing rights and obligations of the parties
shall not be affected by this Agreement.
6. The parties shall treat as confidential and shall not disclose the terms of this Agreement
save as required by any duly authorised Court or other legal or governmental body.
7. All the'parties undertake to’each other and agree that:
a. The Process is and will be kept confidential;
b. The Parties and their advisers shall keep all statements, documents, reports or
other materials whether made orally or in writing (“the Materials”) which are
created or produced during the Process including any settlement agreement
arising from the Process confidential save in so far as disclosure is required for
the purpose of fulfilling and enforcing such agreement or by any duly authorised
Court or other legal or governmental body;
Y
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10.
ll.
Cc The Process will be conducted on the same basis as without prejudice
negotiations conducted during proceedings initiated i in the Courts of England and
Wales;
d. Materials which are created for the Process shall be inadmissible and not subject
to disclosure or discovery in any arbitration, legal or other similar proceedings.
For the avoidance of doubt, Materials which are otherwise admissible,
disclosable or discoverable shall not become inadmissible, non-disclosable or
non-discoverable by reason of their production during the Process.
None of the parties may have access to any notes or other documents created solely for
the purposes of the Process by Graham Corbett, or any of his legal advisers or other
representatives or advisers, whether such notes or other documents are created before,
during or after the Standstill Period, or call any of them as witnesses, in respect of their
participation in the Process, in any proceedings between the parties.
This ‘Agreement shall, unless extended by the written agreement of all the parties,
terminate on the first to occur of the following:
i. the written agreement of all the parties to terminate this Agreement; or :
ii. midnight on 16th October 1998.
If any party issues or commences legal proceedings in breach of this Agreement, any
other party may issue legal proceedings to seek such relief as it deems appropriate to
enforce the terms of this Agreement. Subject to the overriding discretion of the Court,
‘the parties agree that the appropriate relief will be the striking out (and not the stay) of
any legal proceedings issued or. commenced in breach of Clause 3 hereof.
This Agreement shall be considered as an agreement made in England and shall be
govemed by and construed according to laws of England and Wales and shall be subject
to the exclusive jurisdiction of the Courts of England and Wales to which the parties
hereby submit.
This Agreement is without prejudice to any arbitration procedure agreed by two or more
of the parties to resolve any specific dispute between them, including the counterspace
dispute between POCL and Pathway, which shall not be affected hereby.
4
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12. _ Mr Corbett shall not be liable for any act or omission in the discharge or purported
discharge of his functions as independent adviser in the Process unless such act or
omission is shown to have been in bad faith.
IN WITNESS WHEREOF this Agreement has been executed on behalf of the parties as
follows:-
Signed fora and on behalf of the Secretary of State for Social Security
By:
Name: G-A HS CoRKELE
Title: =P RoJEcT Diag cTore
. Signed for and on behalf of POCL.
Name: AL noch
Title: Durer
Signed for: and on béhalfofPathway
GRO .
Name: ; Ruceais CHA STOU
Title: deaeezon, ;
By:
I hey av. that Lani bound by.the provision set out in Clause 7.
si GRO
Graham Corbett
Name
Date: