- The Client is of the opinion that the Contractor has the necessary qualifications, experience and abilities 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 the below.
- The Client hereby agrees to engage the Contractor to provide the Client with the following services (the “Services”):________________________________________________________________________
- The Services will also include any other tasks which the Parties may agree on. The Contractor hereby agrees to provide such Services to the Client.
TERM OF ARRANGEMENT
- The term of this Arrangement (the “Term”) will begin on the date of this Arrangement and will remain in full force and effect indefinitely until terminated as provided in this Arrangement.
- In the event that either Party wishes to terminate this Arrangement, that Party will be required to provide 30 days’ written notice to the other Party.
- In the event that either Party breaches a material provision under this Arrangement, the non-defaulting Party may terminate this Arrangement immediately and require the defaulting Party to indemnify the non-defaulting Party against all reasonable damages.
- This Arrangement may be terminated at any time by mutual Arrangement of the Parties.
- Except as otherwise provided in this Arrangement, the obligations of the Contractor will end upon the termination of this Arrangement.
- The Parties agree to do everything necessary to ensure that the terms of this Arrangement take effect.
- Except as otherwise provided in this Arrangement, all monetary amounts referred to in this Arrangement are in GBP.
- The Contractor will charge the Client for the Services as follows (the “Payment”):___________________________________________________________________
- Invoices submitted by the Contractor to the Client are due upon receipt.
- In the event that this Arrangement is terminated by the Client prior to completion of the Services but where the Services have been partially performed, the Contractor will be entitled to pro rata payment of the Payment to the date of termination provided that there has been no breach of contract on the part of the Contractor.
- Confidential information (the “Confidential Information”) refers to any data or information relating to the business of the Client which would reasonably be considered to be proprietary to the Client including, but not limited to, accounting records, business processes, and client records and that is not generally known in the industry of the Client and where the release of that Confidential Information could reasonably be expected to cause harm to the Client.
- The Contractor agrees that they will not disclose, divulge, reveal, report or use, for any purpose, any Confidential Information which the Contractor has obtained, except as authorised by the Client or as required by law. The obligations of confidentiality will apply during the Term and will survive indefinitely upon termination of this Arrangement.
- All written and oral information and material disclosed or provided by the Client to the Contractor under this Arrangement is Confidential Information regardless of whether it was provided before or after the date of this Arrangement or how it was provided to the Contractor.
OWNERSHIP OF INTELLECTUAL PROPERTY
- All intellectual property and related material (the “Intellectual Property”) that is developed or produced under this Arrangement, will be the property of the Contractor. The Client is granted a non-exclusive limited-use licence of this Intellectual Property.
- Title, copyright, intellectual property rights and distribution rights of the Intellectual Property remain exclusively with the Contractor.
RETURN OF PROPERTY
- Upon the expiry or termination of this Arrangement, the Contractor will return to the Client any property, documentation, records, or Confidential Information which is the property of the Client.
- In providing the Services under this Arrangement it is expressly agreed that the Contractor is acting as an independent contractor and not as an employee. The Contractor and the Client acknowledge that this Arrangement does not create a partnership or joint venture between them, and is exclusively a contract for service.
RIGHT OF SUBSTITUTION
- Except as otherwise provided in this Arrangement, the Contractor may, at the Contractor’s absolute discretion, engage a third party sub-contractor to perform some or all of the obligations of the Contractor under this Arrangement and the Client will not hire or engage any third parties to assist with the provision of the Services.
- In the event that the Contractor hires a sub-contractor:
- the Contractor will pay the sub-contractor for its services and the Compensation will remain payable by the Client to the Contractor.
- for the purposes of the indemnification clause of this Arrangement, the sub-contractor is an agent of the Contractor.
- Except as otherwise provided in this Arrangement, the Contractor will have full control over working time, methods, and decision making in relation to provision of the Services in accordance with the Arrangement. The Contractor will work autonomously and not at the direction of the Client. However, the Contractor will be responsive to the reasonable needs and concerns of the Client.
- The Parties acknowledge that this Arrangement is non-exclusive and that either Party will be free, during and after the Term, to engage or contract with third parties for the provision of services similar to the Services.
- All notices, requests, demands or other communications required or permitted by the terms of this Arrangement will be given in writing and delivered to the Parties at the following addresses:
- or to such other address as either Party may from time to time notify the other.
- Except to the extent paid in settlement from any applicable insurance policies, and to the extent permitted by applicable law, each Party agrees to indemnify and hold harmless the other Party, and its respective directors, shareholders, 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 indemnifying party, its respective directors, shareholders, affiliates, officers, agents, employees, and permitted successors and assigns that occurs in connection with this Arrangement. This indemnification will survive the termination of this Arrangement.
MODIFICATION OF ARRANGEMENT
- Any amendment or modification of this Arrangement or additional obligation assumed by either Party in connection with this Arrangement will only be binding if evidenced in writing signed by each Party or an authorised representative of each Party.
TIME OF THE ESSENCE
- Time is of the essence in this Arrangement. No extension or variation of this Arrangement will operate as a waiver of this provision.
- The Contractor will not voluntarily, or by operation of law, assign or otherwise transfer its obligations under this Arrangement without the prior written consent of the Client.
- It is agreed that there is no representation, warranty, collateral Arrangement or condition affecting this Arrangement except as expressly provided in this Arrangement.
- This Arrangement will enure to the benefit of and be binding on the Parties and their respective heirs, executors, administrators and permitted successors and assigns.
- Headings are inserted for the convenience of the Parties only and are not to be considered when interpreting this Arrangement.
- Words in the singular mean and include the plural and vice versa. Words in the masculine mean and include the feminine and vice versa.
- This Arrangement will be governed by and construed in accordance with the laws of Scotland.
- In the event that any of the provisions of this Arrangement are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable parts severed from the remainder of this Arrangement.
- The waiver by either Party of a breach, default, delay or omission of any of the provisions of this Arrangement by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.