Business Service Agreement
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( the ' Contractor ')
OF THE FIRST PART
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( the ' Client ')
OF THE SECOND PART
( Contractor and Client hereinafter jointly referred to as the 'Parties' and individually as the 'Party')
The Client is of the opinion that the Contractor has the necessary qualifications, abilities and experience to provide services to the Client
The Contractor is agreeable to providing such services to the Client on the terms and conditions set out in this Agreement
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Agreement, the receipt and sufficiency of which consideration is hereby acknowledged, the parties to this Agreement agree as follows:
The Client hereby agrees to engage the Contractor to provide the Client with services (the 'Services') consisting of:
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The Services will also will not include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
Term of Agreement
The term of this Agreement (the 'Term') will begin on the date of this Agreement and will remain in full force and effect until completion of the Services.
Any Party No Party Contractor Client may terminate this Agreement prior to the completion of the Services.
The Payment includes does not include Value Added Tax (VAT).
The Contractor will be responsible for all income tax liabilities and National Insurance or similar contributions relating to the payment and the Contractor will indemnify the Client in respect of any such payments and required to be made by the Client.
The Client will be invoiced after before the Services are complete.
Reimbursement of Expenses
The Contractor will be will not be reimbursed from time to time for all following reasonable and necessary expenses (the 'Expenses') incurred by the Contractor in connection with providing the Services.
The Expenses must cannot be pre-approved by the Client.
Penalties for Late Payments
Ownership of Intellectual Property
All intellectual property and related material (the 'Intellectual Property') that is developed or produced under this Agreement, will be the sole property of the .
The use of the Intellectual Property by the Client will not be restricted in any matter.
The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, Client agrees to indemnify and hold harmless the Contractor, and its respective affiliates, officers, agents, employees, and permitted successors and assigns against any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees and costs of any kind or amount whatsoever, which result from or arise out of any act or omission of the Client, its respective affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Agreement.
The Contractor acknowledges that, in any position the Contractor may hold, in and as a result of the Contractors's Services under this Agreement, the Contractor will, or may, be making use of, acquiring or adding to information which is confidential to the Client (the 'Confidential Information') and the Confidential Information is the exclusive property of the Client.
The Confidential Information will include all data and information relating to the business and management of the Client, including but not limited to:
Proprietary and trade secret technology;
Accounting records to which access is obtained by the Contractor;
Work product information, including but not limited to, work product resulting from or related to work or projects performed or to be performed for the Client or for clients or the Client, of any type or form in any stage or actual or anticipated research and development;
Computer software resulting from or related to work or projects performed or to be performed for the Client or for customers of the Client, of any type or form in any stage of actual or anticipated research and development, including but not limited to, programs and program modules, routines and subroutines, flowcharts, coding sheets, and the like), source code, object code and load modules, programming, program patches and system designs;
Information relating to the Client's proprietary rights prior to any public disclosure of such information, including but not limited to, the nature of the proprietary rights, production data, technical and engineering data, test data and test results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights, including patents, utility patents, copyrights, designs and trade secrets,
Operational information, including but not limited to, internal personnel and financial information, vendor names and other vendor information, including vendor characteristics, services and agreements, purchasing and internal cost information, internal services and operational manuals, and the manner and methods of conducting the Client's business;
Marketing and development information, including but not limited to, marketing and development plans, price and cost data, price and free amounts, pricing and billing policies, quoting procedure, marketing techniques and methods of obtaining business, forecasts and forecast assumptions and volumes, and future plans and potential strategies of the Client which have been or are being considered;
Customer information, including, but not limited to, names of customers and their representatives, contracts and their contents and parties, customer services, data provided by customers and the type, quantity and specifications of products and services purchased, leased, licenced or received by customers of the Client;
Any information that has been disclosed by a third party to the Client and is governed by a non-disclosure agreement entered into between that third party and the Client;
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The Confidential Information will not include information that:
Is generally known in the industry of the Client;
Is now or subsequently becomes generally available to the public through no wrongful act of the Contractor;
Was rightfully in the possesion of the Contractor prior to the disclosure to the Contractor by the Client;
Is independently created by the Contractor without direct or indirect use of the Confidential Information;
The Contractor rightfully obtains from a third party who has the right to transfer or disclose it;
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The Contractor agrees that material term of this Agreement is to keep all Confidential Information absolutely confidential and protect its release from the public. The Contractor agrees not to divulge, reveal, report or use, for any purpose, any of the Confidential Information which the Contractor has obtained or which was disclosed to the Contractor by the Client as a result of the Services or this Agreement. The Contractor agrees that if there is any question as to such disclosure then the Contractor will seek out the Client prior to making any disclosure of the Client's information that may be discovered by this Agreement.
The Contractor agrees to acknowledges that the Confidential Information is of a proprietary and confidential nature and that any disclosure of the Confidential Information to a third party in breach of this Agreement cannot be reasonably or adequately compensated for in money damages, would cause irreparable injury to Client, would gravely affect the effective and successful conduct of the Client's business and goodwill, and would be a material breach of this Agreement.
The obligation to ensure and protect the confidentiality of the Confidential Information imposed on the Contractor in this Agreement and any obligation to provide notice under this Agreement will survive the expiration or termination, as the case may be, of this Agreement and will continue for maximum lawful duration for from the date of such expiration or termination.
The Contractor may disclose any of the Confidential Information:
To the extent required by law or by the request or requirement of any judicial legislative, administrative or other governmental body;
To a third party where Client has consented in writing to such disclosure;
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If the Contractor loses or makes unauthorised disclosure of any of the Confidential Information, the Contractor will immediately notify the Client and take all reasonable steps necessary to retrieve the lost or improperly disclosed Confidential Information.
The Contractor acknowledges and agrees that all rights, title and interest in any Confidential Information will remain the exclusive property of the Client. Accordingly, the Contractor agrees and asknowledges that the Contractor will have no interest in the Confidential Information, including, without limitation, no interest in know-how, copyright, trade-marks or trade names, notwithstanding the fact that the Contractor may have created or contributed to the creation of Confidential Information.
The Contractor agrees to immediately disclose to the Client all Confidential Information developed in whole or in part by the Contractor in connection with Services under this Agreement and to assign to the Client any right, title or interest the Contrractor may have in the Confidential Information. The Contractor agrees to execute any instruments and to do all other things reasonable requested by the Client, both before and after the expiry or termination of this Agreement, in order to vest more fully in the Client all ownership rights in those items transferred by the Contractor to the Client.
The Contractor waives any moral rights that the Contractor may have with respect to the Confidential Information.
The Contractor agrees that, upon request of the Client or upon termination or expiration, as the case may be, of this Agreement, the Contractor will turn over to the Client all Confidential Information belonging to the Client, including but not limited to, all documents, plans, specifications, disks or other computer media, as well as any duplicates or backups made of that Confidential Information in whatever form or media, in the possession or control of the Contractor that:
Is connected with or derived from the Services under this Agreement;
May contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement.
Induce or attempt to induce any employee or contractor of the other Party or quit employment or retainer with the other Party ;
Otherwise interface with or disrupt the Other Party's relationship with its employees and contractors;
Discuss employment opportunities or provide information about competitive employment to any of the Other Party's employees or contractors;
Solicit, entice, or hire away any employee or contractor of the other Party for the purpose of an employment opportunity that is in competition with the other Party ;
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This non-solicitation obligation as describled in this section 10 will be limited to employees or contractors who were employees or contractors of the Parties prior to termination or expiration, as the case may be, of this Agreement.
Any Party will not divert or attempt to divert from the other Party any business the other Party had enjoyed, solicitated, or ateempted to solicit, from its customers, prior to termination or expiration, as the case may be, of this Agreement.
The Contractor agrees that before expiry or termination of this Agreement and for a period of
number weeks months years after the end of this Agreement, the Contractor will not, directly or indirectly, as employee, sole proprietor, director, partner, owner, conlsultant, agent, founder, co-founder, co-venturer, member or otherwise, solely or jointly with others engage in any business that is in competition with the business of the Client within any geographic are in which the Client conducts its business, or give advice or lend credit, money or the Contractor's reputation to any natural person or business entity engaged in a competing business in any geographic area in which the Client conducts its business
The rights and obligations of the Contractor as existing under this Agreement may not may be assigned in whole or in part to a third party , without the prior written consent of the Client.
The rights and obligations of the Client as existing under this Agreement may not may be assigned in whole or in part to a third party , without the prior written consent of the Contractor.
The Contractor is acting as an independent contractor and not as an employee. This Agreement does not create a partnership or joint venture between the Parties.
Address: Is the above mentioned address Address:
Address: Is the above mentioned address Address:
Neither party shall be responsible for damages to the other party to the extent that a breach of this Agreement (or failure to perform) by such party is due to an act of god, strike or other labor dispute, war, terrorist activity, riot, civil disorder, embargo, fire, flood, weather condition, or any other casualty, beyond the reasonable control of such party (collectively, “Force Majeure”).
During any delay in performance due to an event of Force Majeure, the disabled party shall use its reasonable efforts and due diligence to resolve the cause of the delay and to minimize the effects thereof. If any of the obligations of any of the parties is hindered or prevented, in whole or in substantial part, because of a Force Majeure Event, then all other obligations of the parties shall continue. Delays or non-performance excused by this provision shall not excuse performance of any other obligation that is outstanding at the time of occurrence.
This Agreement shall be governed by and construed in accordance with the laws of Country of .
England Northern Ireland Scotland Wales
Pronouns; Statutory References
All pronouns and all variations thereof shall be deemed to refer to the masculine, feminine, or neuter, singular or plural, as the context in which they are used may require. Any reference to the Code, the Regulations, the Act, or other statutes or laws will include all amendments, modifications, or replacements of the specific sections and provisions concerned.
In the event any claim is made by any Party relating to any conflict, omission or ambiguity in this Agreement, no presumption or burden of proof or persuasion shall be implied by virtue of the fact that this agreement was prepared by or at the request of a particular Party or the Party’s counsel.
References to this agreement
Numbered or lettered articles, sections and subsections herein contained refer to articles, section and subsections of this Agreement unless otherwise expressly stated.
All Exhibits attached to this Agreement are incorporated and shall be treated as if set forth herein.
Each of the Parties hereto shall execute and deliver any and all additional papers, documents, and other assurances, and shall do any and all acts and things, which are reasonably necessary, including, without limitation, all executed assignment documents relating to this Agreement.
In the event that any term or provision of this Agreement shall for any reason be held to be invalid, illegal or unenforceable in any respect, such validity, illegality or unenforceability shall not affect any other term or provision, and this Agreement shall be interpreted and construed as if such term or provision, to the extent the same shall have been held invalid, illegal or unenforceable, had never been contained herein.
The paragraph headings used herein are descriptive only and shall not affect the meaning or interpretation of this Agreement.
This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same Agreement.
This Agreement constitutes the entire understanding between the parties with respect to the subject matter contained herein.
IN WITNESS WHEREOF, the Parties have duly affixed their signatures on
SIGNED, SEALED AND DELIVERED
SIGNED, SEALED AND DELIVERED