Compromise Agreement Page
From: Larter Hilary 30/11/2005 18:11
To: "' aaaaaaaaa @bma.org.uk'" <'</FONT> aaaaaaaaa @bma.org.uk>
Subject: Without Prejudice and Subject to Contract
I refer to our recent discussions and attach a revised agreement for
discussion with Dr Blumsohn. I have marked the changes by way of track
changes for ease of reference.
You will see I have apportioned the payments and I should be grateful if you
would confirm you are satisfied with the division I have made.
I have taken instructions on the issue of the data that Dr Blumsohn wishes
to retain. The University have reviewed the Proctor & Gamble contract and it
is quite clear that the data is owned by Proctor & Gamble and the
University. It can only be passed to third parties with their express
consent. We understand that in terms of any publications these must be
submitted to Proctor & Gamble for approval before publication, within a
specified time limit. It is understood that Dr Blumsohn is aware of the
terms of this agreement and I am obtaining a copy. Given the above, the data
must be returned to or retained by the University as otherwise it ( and Dr
Blumsohn) will be in breach of the contract.
I look forward to hearing from you in the morning.
7 Park Square East
DDI: 0113 251 4710
Fax: 0113 251 4900
(1) THE UNIVERSITY OF SHEFFIELD
- and -
(2) DR AUBREY BLUMSOHN
WITHOUT PREJUDICE AND SUBJECT TO CONTRACT
7 Park Square East, Leeds LS1 2LW
Tel: 0113 251 4700 Fax: 0113 251 4900
This Agreement is made on ***** 2005 (the Agreement Date) between:
- The University of Sheffield of Firth Court, Western Bank Sheffield, S10 2TN (the Employer); and
2) Dr Aubrey (the Employee).
The Employer and the Employee recognise that the relationship between them has broken down. As such, this Agreement seeks to bring the employment relationship to an end with the Employee confirming he will not pursue his potential claims of unfair dismissal, suffering a detriment for a public interest disclosure, discrimination on grounds of his race or religion or victimisation nor will he pursue a personal injury claim in relation to the alleged affect on his health.
IT IS AGREED as follows:
- The Employees employment with the Employer will terminate on 30 November 2005 (the Termination Date). His basic salary will be paid and all contractual benefits provided up to the Termination Date together with pay in lieu of five daysholiday accrued but untaken as at the Termination Date, such payments being subject to deductions of tax and National Insurance contributions in the normal way.
- The Employee shall not be required to attend work up to the Termination Date except as required by the Employer from time to time in its discretion.
- The Employer will pay to the Employee the sum of £120,000 (ONE HUNDRED AND TWENTY THOUSAND POUNDS (the Compensation Payment") as compensation for loss of his employment. The Employee will receive a further £25,000 as compensation for injury to feelings ( the Injury to Feelings Payment).
- The first £30,000 (THIRTY THOUSAND POUNDS) of the Compensation Payment will be paid without deduction of tax at source. Income tax at basic rate will be deducted in respect of the balance of the Compensation Payment prior to payment to the Employee.
- The Compensation Payment is made in reliance on the warranties contained in clause ŭ12 belowand subject to the terms of that clause.
2.4 Within 21 days of the Termination Date the Employer shall pay to the Employee the first £60,000 (SIXTY THOUSAND POUNDS) of the Compensation Payment together with the Injury to Feelings payment. The Employer will pay the balance of the Compensation Payment, namely £60,000 (SIXTY THOUSAND POUNDS) on 10 April 2006.
With effect from the Termination Date and save as provided in this Agreement the Employer shall cease to provide all other benefits, whether contractual or otherwise, to or for the benefit of the Employee.
The Employee will be separately notified by the trustees of the Pension Scheme of his entitlements under the rules of that scheme and of the options available to his for dealing with that entitlement.
Upon receipt of a written request to do so, the Employer will provide to a prospective employer of the Employee a reference in respect of the Employee in the form attached at Appendix 2 and will deal with all oral enquiries for a reference in a manner consistent with such reference provided that nothing in this clause shall fetter the Employers obligation to give full disclosure as required by law or a statutory or regulatory authority and the Employer reserves the right to withhold, amend or add to the reference in order to meet such obligations and/or as a result of information which comes to light after the date of this Agreement. All reference requests on behalf of the Employer must be directed to R Valerio, Director of Human Resource Management.
The Employee will submit any outstanding expense claims with supporting invoices, receipts and vouchers within 14 days prior to the Termination Date to Andrew Dodman, Assistant Director of Human Resources and shall thereafter be reimbursed in respect of such claims by the Employer subject to the Employers normal expense policy.
- Return of Property
- On, or before, the Termination Date, the Employee will return to the Employer all books, files, documents, papers, materials, clinical and research data, computer equipment, disks, mobile telephones, security cards, credit cards, keys and other property belonging to or relating to the business of the Employer or that of its clients, customers and/or suppliers. The Employee undertakes that he will not make or retain copies of any of the same and further undertakes that he will immediately return any such property which subsequently comes into his possession or control in the future.
- On request by the Employer the Employee undertakes to disclose to the Employer all passwords to all password protected files, software and hardware which have been created or protected by him and which are on the Employer's computers.
- The Employee may collect his personal belongings from his office by prior agreement with Andrew Dodman.
- Confidentiality of Agreement
The Employee warrants that he has not divulged to any person whatsoever (other than his immediate family in confidence or to his professional advisers/solicitors in connection with the conclusion of this Agreement) the fact of, negotiation and/or terms of this Agreement. The Employee will not divulge in the future to any person whatsoever the fact of, negotiation and/or terms of this Agreement (except to his immediate family in confidence and to his professional advisers/solicitors in connection with the conclusion of this Agreement or where required by any competent authority or by a Court of law or Her Majestys Revenue and Customs.
9.1 The Employer agrees to issue the agreed statement at Appendix 3 following the Termination Date.
9.2 The Employee and the Employeragree that they will not, directly or indirectly, make any detrimental or derogatory statements about matters concerning the Employees employment with the Employer or its termination. The Employee confirms that he will not make any detrimental or derogatory statements to any third party, including the press, about any of the Employer's directors, officers or employees, including but not limited to Professor A Weetman, Professor P Fleming, Ms R Valerio, Professor R Eastell (except the Employee may make comment in relation to the issues raised in connection with Proctor and Gamble), Professor P Hellewell, Professor R Boucher, Dr a aaaaaa and Dr J Clowes (except that the Employer understands the Employee may pursue a pending legal action against Dr Clowes). Both parties will deal with any media interest in a factual and responsible manner. Nothing in this clause shall fetter the Employers or the Employees obligation to give full disclosure as required by law or by a statutory or regulatory authority or body.
9.3 The Employer confirms that it has no current intention to report the Employee to the General Medical Council (GMC). The Employee confirms that he has no current intention to make or support any new referrals to the GMC in respect of any of the Employers directors, officers or employees.
- confidential information
- In accordance with his common law duties the Employee agrees that he will not disclose to any person any Confidential Information concerning any matter relating to the business or affairs of the Employer or any Associated Companyor its Associated Persons, suppliers and clients/customers which Confidential Information has been acquired by the Employee in the course of his employment.
- Nothing in this Agreement shall prevent disclosure by the Employee of:
- information disclosed pursuant to any order of any Court of competent jurisdiction; or
- information disclosed for the purpose of making a protected disclosure within the meaning of Part IV A of the Employment Rights Act 1996; or
- information which has come into the public domain otherwise than by a breach of confidence on behalf of the Employee.
- Tax Indemnity
It is both parties understanding that a proportion of the Compensation Payment may not be subject to income tax pursuant to the provisions of Section 403 of the Income Tax (Earnings and Pensions) Act 2003. Accordingly, up to £30,000 of the Compensation Payment will be paid without deduction of tax at source pursuant to those provisions. Save for any deductions made prior to payment, the Employee accepts that he will be responsible for the payment of any tax or Employees National Insurance contributions (including, without limitation, any interest, penalties or fines in connection therewith) imposed by any competent authority in respect of any payment or provision of any benefit as set out in this Agreement (the Liabilities) and he agrees to indemnify the Employer or any Associated Company on a continuing basis against any of the Liabilities provided always that before the Employer meets any of the Liabilities it shall first take reasonable steps to notify the Employee and afford him a reasonable opportunity to challenge the relevant assessment or demand made by the competent authority.
The Employee agrees and warrants that:-
- he has taken advice, as confirmed at clause 15 below;
- he has discussed with the Adviser all of the Relevant Legislation and the rights and obligations arising from his contract of employment ("the Law") and all issues regarding his employment and its termination which may be relevant to the Law;
- the claims listed at clause 13.1.1 below amount to the entirety of the claims which he believes he has against the Employer or any Associated Company or their Associated Persons, arising out of or in connection with his employment including its termination (save only for any claims in respect of accrued pension rights);
- this Agreement is intended to settle any actual or potential disputes or proceedings between the parties (whether known or not, whether existing in fact or law or not, whether the claim be statutory or contractual or of any other nature) save only for any claims identified in clauseŭ13.3 below;
- he has made full and frank disclosure to the Employer of all and any of his conduct which amounts to a material breach of contract or to a material breach of any of the duties arising out of his employment with the Employer including but not limited to a breach of trust; and
- he has not at the date on which he signs this Agreement either received or agreed to accept an offer of new employment or a new contract for services or comparable remunerable activity.
- Full and Final Settlement
- The Employee agrees to accept the Compensation Payment and the Injury to Feelings Payment in full and final settlement of any claims he has or may have in the future against the Employer or any Associated Company or theirAssociated Persons(whether known or not, whether existing in fact or law or not, whether the claim be statutory or contractual or of any other nature):-
- for unfair dismissal, wrongful dismissal,race or disability discrimination, discrimination on grounds of religion or belief, victimisation, unlawful deduction from wages and/ordetriment on the grounds of having made a public interest disclosure;
- relating to his employment or its termination including, without limitation, any claims under the provisions of any of the Relevant Legislation;
- howsoever arising, out of or in connection with the Employees contract of employment, including the termination thereof; and
- in tort arising out of or in connection with his employment with the Employer (subject to clause ŭ13.3 below).
- The Employer enters into this Agreement and makes the Compensation Payment in reliance upon the warranties given by the Employee at clauseŭ12 above. In the event that the Employee is in breach of clause ŭ12 above orissues a claim relating to his employment or its termination (save for those claims listed in clause ŭ13.3 below) against the Employer or any Associated Company or their Associated Persons, whether in the Employment Tribunal, the High Court, the County Court or otherwise, the Employee agrees that the Employer or any Associated Companyor their Associated Personsmay offset the Compensation Payment against any remedy due to the Employee from any such proceedings.
- Nothing in clause ŭ13 above shall affect:-
- any claims in respect of accrued pension rights;
- proceedings for the enforcement of the terms of this agreement where the Employer is in breach of any of its terms; or
- Compromise Agreement
The parties agree that the conditions regulating compromise agreements contained in the Relevant Acts are intended to be and have been satisfied by the terms of this Agreement.
- Independent Advice
The Employee warrants that:-
- he has received independent advice from aaaaa aaaaaaaa ("the Adviser) as to the terms and effect of this Agreement and, in particular, its effect on his ability to pursue his rights before an Employment Tribunal. The Adviser is an officer, official, employee or member of the British Medical Association, an independent trade union, who has been certified in writing by the trade union as competent to give advice and is authorised to do so on behalf of the trade union and has produced a letter addressed to the Employer in the form attached at Appendix 1 of this Agreement; and
- the Employee is advised by the Adviser that there is in force, and was at the time he received the advice referred to above, a contract of insurance or an indemnity provided for members of a profession or professional body covering the risk of a claim by him in respect of loss arising in consequence of that advice.
- The Agreement is made and the consideration set out in clause ŭ2 above is given without any admission of liability whatsoever by the Employer.
- This Agreement constitutes the entire agreement and understanding between the parties and supersedes all or any previous contracts, agreements or arrangements, whether written or verbal between the parties (other than the Compromise Agreement dated 14 February 2005 and any provision in the Employee's contract of employment which is expressed to survive termination of the contract of employment and which has not been varied by any provision in this agreement).
- The terms of this Agreement shall be governed by and construed in accordance with English law and the parties agree to submit to the exclusive jurisdiction of the English Courts in relation to any claims or any matter arising.
- Notwithstanding that this Agreement is marked without prejudice and subject to contract, it will, when signed by both parties, become open and binding.
- If any part of this Agreement shall be, or become, void or unenforceable for any reason, this shall not affect any of the remaining provisions of this Agreement and, in the event that part of any provision shall be held to be void or unenforceable but would be valid and enforceable if some part thereof were deleted, such provision shall apply with such modification as may be necessary to make it valid and enforceable.
In this Agreement:
- Associated Company includes all subsidiary companies and holding companies of the Employer and any subsidiary or holding companies of such holding companies, in the meanings attributed to those expressions by Section 736 of the Companies Act 1985 as amended.
- Associated Persons means any current or former shareholders, directors, officers, agents or employees of the Employer or any Associated Company.
- Confidential Information means any information of a confidential or secret nature relating to any and all aspects of the business of the Employer and/or its Associated Companies and/or its or their Associated Persons, clients, customers and suppliers including but not limited to personnel data, financial information, budgets, reports, business plans, strategies, know-how, formulae, designs, data, specifications, research, processes, procedures and programs, pricing, sales and marketing plans and details of past or proposed transactions whether or not written or computer generated or expressed in material form.
- Pension Scheme means the Universities Superannuation Scheme.
- person includes references to an individual, company, firm or association.
- Relevant Acts means the Sex Discrimination Act 1975, the Race Relations Act 1976, the Trade Union and Labour Relations (Consolidation) Act 1992, the Disability Discrimination Act 1995, the Employment Rights Act 1996, the National Minimum Wage Act 1998, the Working Time Regulations 1998, the Employment Equality (Sexual Orientation) Regulations 2003, the Employment Equality (Religion or Belief) Regulations 2003 and the Information and Consultation of Employees Regulations 2004.
- Relevant Legislation means the Equal Pay Act 1970, the Protection from Harassment Act 1997, the Transfer of Undertaking (Protection of Employment) Regulations 1981, the Data Protection Act 1998, the Human Rights Act 1998, the Employment Relations Act 1999, the Working Time Regulations 1999, the Maternity and Parental Leave Regulations 1999, the Part Time Workers (Prevention of Less Favourable Treatment) Regulations 2000, the Fixed Term Employees (Prevention of Less Favourable Treatment) Regulations 2002, the Employment Act 2002, the Relevant Acts and European Community legislation.
Dr Aubrey Blumsohn
For and on behalf of the Employer
and its Associated Companies and
their Associated Persons
This is to be typed on to the headed notepaper of the Trade Union
STRICTLY PRIVATE AND CONFIDENTIAL
TO BE OPENED BY ADDRESSEE ONLY
To: Rosie Valerio
Director of Human Resource Management
The University of Sheffield
Sheffield S10 2TN
I, aaaaa aaaaaaaa, an officer, official, employee or member of the British Medical Association ("the Trade Union"), an independent Trade Union, confirm that I have given independent advice to Dr Aubrey Blumsohn (the Employee) of ___________________ as to the terms and effect of the agreement entered into between yourself and him and in particular its effect on his ability to pursue his rights before an Employment Tribunal in relation to the termination of his employment.
I confirm that I am certified in writing by the Trade Union as competent to give advice and as authorised to do so on the Trade Union's behalf. I confirm that there is, and was at the time I gave the advice referred to above, in force a contract of insurance or an indemnity provided for members of a profession or a professional body covering the risk of a claim by Dr Blumsohn in respect of any loss arising out of that advice.
Agreed reference to be issued upon request to employer from prospective employers
PRINTED ON UNIVERSITY LETTERHEAD
To whom it may concern
Dear Sir or Madam,
Reference for Dr Aubrey Blumsohn
Dr Blumsohn was appointed on 1 September 2000 as a Clinical Senior Lecturer/Honorary Consultant in Metabolic Bone Disease within the Division of Clinical Sciences, Faculty of Medicine at the University of Sheffield.
Dr Blumsohn left the University on 30 November 2005
During his employment with the University, Dr Blumsohn was involved in biochemical analysis of samples and research on osteoporosis as a member of the Bone Metabolism Group. The Academic Unit of Bone Metabolism is the largest of its kind in the UK, incorporating both University clinical and laboratory research (The Academic Unit of Bone Metabolism) and the clinical services provided by Sheffield Teaching Hospitals Trust. The whole group now consists of over 50 staff and is a rapidly expanding group in this research field. Recent analysis performed by the Institute for Scientific Information placed the University of Sheffield as 4th in the world from 3000 other institutions.
Dr Blumsohns main research interest relates to the effects of nutrient intake on skeletal physiology and the circadian rhythm of bone turnover. Dr Blumsohn helped establish the Sheffield laboratory relating to measurement of markers of bone turnover.
Dr Blumsohn holds an Honorary Consultant Contract with Sheffield Teaching Hospitals NHS Foundation Trust as a Chemical Pathologist.
We understand that Dr Blumsohn wishes to pursue his clinical work and we wish him well in these new directions.
Director of Human Resource Management
E-mail statement to be sent to staff in Medicine following Dr Blumsohns departure.
I am writing to advise you that Dr Aubrey Blumsohn, Senior Lecturer has left the University to pursue his career in chemical pathology.
We wish Dr Blumsohn well in his future career.
Professor Tony Weetman
Dean of Medicine
İ Beachcroft Wansbroughs 1999 Last amended on: 17 May 1999
İ Beachcroft Wansbroughs 2005 Last amended on: 24 May 2006