(ContractorandClienthereinafter 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:
1.1.The Client hereby agrees to engage the Contractor to provide the Client with services (the 'Services') consisting of:
1.2.The Servicesinclude any other taskswhich the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
Term of Agreement
2.1.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.
2.2.may terminate this Agreement prior to the completion of the Services.
2.3.In the event thateither Partywishes to terminate this Agreement prior tothe completion of the Services, that Partywill be required to providenumberdays written notice to the other Party.
3.1.For the services rendered by the Contractor as required by this Agreement, The Client will providerate payment (the 'Payment') to the Contractor ofby words.
3.2.The PaymentValue Added Tax (VAT).
3.3.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.
Choose Payment Option:
4.1.The Client will be invoicedthe Services are complete.
4.2.Invoices submitted by the Contractor to the Client are due withinnumberdays of receipt.
Reimbursement of Expenses
5.1.The Contractorreimbursed from time to time forreasonable and necessary expenses (the 'Expenses') incurred by the Contractor in connection with providing the Services.
5.2.The Expensesbe pre-approved by the Client.
Penalties for Late Payments
6.1.Any late payments will trigger a fee ofpercentage% peron the amount still owing.
Ownership of Intellectual Property
7.1.All intellectual property and related material (the 'Intellectual Property') that is developed or produced under this Agreement, will be the sole property of the .
7.2.The use of the Intellectual Property by the Client will not be restricted in any matter.
7.3.The Contractor will be responsible for any and all damages resulting from the unauthorized use of the Intellectual Property.
Should any Party indemnified?
8.1.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.
9.1.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.
9.2.The Confidential Information will include all data and information relating to the business and management of the Client, including but not limited to:
9.2.1.Proprietary and trade secret technology;
9.2.2.Accounting records to which access is obtained by the Contractor;
9.2.3.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;
9.2.4.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;
9.2.5.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,
9.2.6.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;
9.2.7.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;
9.2.8.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;
9.2.9.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;
9.4.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.
9.5.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.
9.6.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 continuefrom the date of such expiration or termination.
9.7.The Contractor may disclose any of the Confidential Information:
9.7.1.To the extent required by law or by the request or requirement of any judicial legislative, administrative or other governmental body;
9.7.2.To a third party where Client has consented in writing to such disclosure;
9.8.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.
9.9.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.
9.10.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.
9.11.The Contractor waives any moral rights that the Contractor may have with respect to the Confidential Information.
9.12.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:
9.12.1.Is connected with or derived from the Services under this Agreement;
9.12.2.May contain or be derived from ideas, concepts, creations, or trade secrets and other proprietary and Confidential Information as defined in this Agreement.
Non-solicitation clauses are restrictions that seek to prohibit the Contractor or the Client from poaching customers or suppliers of the other Party. Typically, the Parties have access to sensitive commercial information.
10.1.Both Parties understand and agreethat any attempt on the part ofany Partyto induce employees or other contractors to leave theother Party'semploy, or any effort byany Partyto interfere with theother Party'srelationship with its employees and other contractators would be harmful and damaging tosuch Party.Both Parties agreethat before expiry or termination of this Agreement and for a period ofnumberafter the end of this Agreement,any Partywill not in any way, directly or indirectly:
10.1.1.Induce or attempt to induce any employee or contractor of theother Partyor quit employment or retainer with theother Party;
10.1.2.Otherwise interface with or disrupt theOther Party'srelationship with its employees and contractors;
10.1.3.Discuss employment opportunities or provide information about competitive employment to any of theOther Party'semployees or contractors;
10.1.4.Solicit, entice, or hire away any employee or contractor of theother Partyfor the purpose of an employment opportunity that is in competition with theother Party;
10.2.This non-solicitation obligation as describled in this section10.will be limited to employees or contractors who were employees or contractors ofthe Partiesprior to termination or expiration, as the case may be, of this Agreement.
10.3.Any Partywill not divert or attempt to divert from theother Partyany business theother Partyhad enjoyed, solicitated, or ateempted to solicit, from its customers, prior to termination or expiration, as the case may be, of this Agreement.
Clients insert non-compete clauses into employment contracts to restrict the Contractor’s ability to compete against the Client, thereby protecting the Client’s confidential information or customer relations for a specific period of time. For a restrictive covenant to be enforced it must not be drafted too widely. It will be for the Client, in the event of a clause being challenged, to show that the clause is justified and sufficiently narrow. To meet these criteria the Client must be mindful of certain factors: a) The breadth of the geographical area of any restriction and the length of time of the post termination restriction must be justified. It is unlikely that a wide geographical area will be justified and, as a general rule, a restriction for more than 6-12 months will be difficult to justify. b) The breadth of the activities that the Client is trying to restrict. c) The type of interest being protected, for instance, information such as trade secrets may be granted wider protection than customer information, given that its potential use across markets is wider.
11.1.The Contractor agrees that before expiry or termination of this Agreement and for a period ofnumberafter 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.
12.1.The rights and obligations of theContractoras existing under this Agreementbe assigned in whole or in part to a third party, without the prior written consent of theClient.
12.2.The rights and obligations of theClientas existing under this Agreementbe assigned in whole or in part to a third party, without the prior written consent of theContractor.
13.1.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.
14.1.All notices to other communications shall be deemed given upon personal delivery to the appropriate address, or if sent by certified or registered mail,numberdays after the date of mailing to the following:
Individual Name: .
Individual Name: .
This clause essentially frees both parties from liability or obligation when an extraordinary event or circumstance beyond the control of the parties, such as a war, strike, riot, crime, or an event described by the legal term act of God (hurricane, flood, earthquake, volcanic eruption, etc.), prevents one or both parties from fulfilling their obligations under the contract. In practice, most force majeure clauses do not excuse a party's non-performance entirely, but only suspend it for the duration of the force majeure. Force majeure is generally intended to include occurrences beyond the reasonable control of a party, and therefore would not cover: a) Any result of the negligence or malfeasance of a party, which has a materially adverse effect on the ability of such party to perform its obligations. b) Any result of the usual and natural consequences of external forces. Also called “vis major” or "superior force”.
15.1.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”).
15.2.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.
15.3.Notwithstanding the preceding, in the event such Force Majeure continues for a period ofnumberconsecutive months, either party shall have the right, but not the obligation, to serve a written notice on the other terminating this Agreement in full and each shall have no further obligation whatsoever to the other save that Company shall continue to be obliged to make payments of monies due hereunder but not paid at the date of termination.
16.1.This Agreement shall be governed by and construed in accordance with the laws of Country of .
Pronouns; Statutory References
17.1.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.
18.1.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
19.1.Numbered or lettered articles, sections and subsections herein contained refer to articles, section and subsections of this Agreement unless otherwise expressly stated.
20.1.All Exhibits attached to this Agreement are incorporated and shall be treated as if set forth herein.
21.1.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.
22.1.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.
23.1.The paragraph headings used herein are descriptive only and shall not affect the meaning or interpretation of this Agreement.
24.1.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.
25.1.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_____
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