Higher Safety operate a simple form of Consultancy Agreement.
This covers the important issues, like who does what for how much and by when, without producing a mountain of paperwork and “what if’s.” It is designed to accurately describe the intent of the agreement and the spirit of the commercial relationship. It covers Interpretation, Appointment, Obligations, Confidentiality, Intellectual Property, Payment and Termination, in only four pages. It can be downloaded as a PDF.
Standard Terms and Conditions
1.1 Terms used in this Agreement shall have the meanings set out in the Schedule.
1.2 To the extent that any Special Terms set out in the Schedule are contrary to or inconsistent with the terms set out below, the Special Terms shall prevail.
2.1 The Customer appoints Higher Safety to provide the Services in return for the Payments and Higher Safety agrees to provide the Services (commencing on the Commencement Date and completing on or before the Completion Date) on the terms set out in this Agreement.
3. OBLIGATIONS OF THE CUSTOMER
3.1 The Customer shall make the Payments promptly in accordance with the terms of this Agreement. Higher Safety may suspend working on the Services if the Customer defaults in paying Higher Safety invoices in accordance with this Agreement. The Completion Date shall be adjusted to take account of any such suspension.
3.2 The Customer shall provide to Higher Safety the Deliverables (if any) and the Customer warrants to Higher Safety that the Deliverables are complete and accurate and acknowledges that Higher Safety will be entitled to rely on the Deliverables in supplying the Services.
3.3 The Customer shall provide reasonable assistance and co-operation to Higher Safety. The Customer shall also promptly provide such relevant personnel, information, equipment and development and testing facilities as Higher Safety may reasonably require in order to perform the Services during the performance of this Contract. To the extent that the Customer delays in performing its obligations, Higher Safety shall be allowed such reasonable extension to the Completion Date as Higher Safety shall reasonably require.
4. OBLIGATIONS OF HIGHER SAFETY
4.1 Higher Safety shall provide the Services on or before the Completion Date but time is not of the essence of the Contract.
4.2 The Services supplied by Higher Safety during this Agreement shall conform in every respect to the specifications, instructions or descriptions agreed by Higher Safety in writing.
5.1 Each party agrees to treat as secret and confidential and not at any time for any reason to disclose or permit to be disclosed to any person or persons or otherwise make use of or permit to be made use of any Confidential Information or any information relating to the other party’s business affairs or finances or of its products or services or which may be disclosed to the other party during the term of this Agreement. Confidential Information includes but is not limited to all details, materials, blue prints, computer printed material, plans, photographs and drawings of products and services or the project for which Higher Safety is engaged.
5.2 The obligations of confidentiality referred to in this clause 5 shall not apply to any Confidential Information or other information which:
5.2.1 is in the possession of and is at the free disposal of the party or is published or is otherwise in the public domain prior to the receipt of such Confidential Information or other information by that party;
5.2.2 is or becomes publicly available on a non-confidential basis through no fault of the recipient party.
5.3 The obligations of the parties under this clause 5 shall survive the expiry or the termination of this Agreement for whatever reason.
6. INTELLECTUAL PROPERTY
6.1 The Customer acknowledges that any and all of the Intellectual Property Rights created, developed, embodied in or in connection with the Services shall be and shall remain the sole property of Higher Safety. Unless and to the extent otherwise agreed in writing by Higher Safety, such Intellectual Property Rights may be used by Higher Safety in other projects for itself or for third parties.
6.2 The Customer is granted the licence to Use the Services by way of a personal, non-exclusive, (subject to Clause 8.3.2) perpetual, world-wide licence upon the terms and conditions of this Contract. The Customer shall not be able to assign or sub-licence this licence without the prior written consent of Higher Safety.
6.3 In this Clause 6.3:
“Intellectual Property Rights” means patents, trade marks, service marks, design rights (whether registerable or otherwise), applications for any of the foregoing, copyright, database rights, trade or business names and other similar rights or obligations whether registerable or not in any country (including but not limited to the United Kingdom).
“Use” means the right of the Customer to utilise the Services only for the purposes of carrying out or supporting the carrying out of the business specified on the Schedule.
7.1 In consideration of the provision of the Services the Customer shall make Payments to Higher Safety in accordance with the provisions of the Schedule. Unless otherwise stated those sums are exclusive of VAT.
7.2 All Payments shall be made by the Customer within 30 days of the date of the invoice.
8.1 This Agreement shall terminate on the completion of the provision of the Services by Higher Safety and upon payment of all sums due to Higher Safety under the terms of this Agreement.
8.2 Either party may serve written notice on the other party that this Agreement shall be terminated within 14 days if the other party:
8.2.1 commits a breach of this Agreement which in the case of a breach capable of remedy shall not have been remedied within 30 days of the receipt by the defaulting party of a notice from the other party identifying the breach and requiring its remedy;
8.2.2 is unable to pay its debts or enters into compulsory or voluntary liquidation (other than for the purpose of effecting a reconstruction or amalgamation in such manner that the company resulting from such reconstruction or amalgamation if a different legal entity shall agree to be bound by and assume the obligations of the party under this Agreement) or compounds with or convenes a meeting of its creditors or has a receiver or manager or an administrator appointed or ceases for any reason to carry on business or takes or suffers any similar action which means it is unable to pay its debts;
8.2.3 has a petition for a winding up presented or a petition is presented or an order is made for its bankruptcy.
8.3 Upon the termination of this Agreement for whatever reason:
8.3.1 each party shall deliver up to the other party all of the Confidential Information of the other party and copies thereof in its possession power custody or control and the party to whom the Confidential Information was disclosed shall not thereafter utilise or exploit the Confidential Information;
8.3.2 by Higher Safety pursuant to Clause 8.2 the Customer’s licence pursuant to Clause 6.2 shall cease and the Customer shall cease to Use the Services.
8.4 Termination of this Agreement for whatever reason shall not affect the accrued rights of the parties arising in any way out of this Agreement as at the date of termination and in particular but without limitation the right to recover damages against the other and all provisions which are expressed to survive this Agreement shall remain in force and effect.
9 ENTIRE AGREEMENT/AMENDMENT/WAIVER
9.1 This Agreement embodies and sets forth the entire agreement and understanding of the parties and supersedes all prior oral or written agreements understandings or arrangements relating to the subject matter of this Agreement. Neither party shall be entitled to rely on any agreement, understanding or arrangement which is not expressly set forth in this Agreement or referred to in the Schedule.
9.2 This Agreement shall not be amended, modified, varied or supplemented except as agreed in writing signed by duly authorised representatives of the parties.
9.3 No failure or delay on the part of either party hereto to exercise any right or remedy under this Agreement shall be construed or operated as a waiver thereof nor shall any single or partial exercise of any right or remedy as the case may be. The rights and remedies provided in this Agreement are cumulative and are not exclusive of any rights or remedies provided by law.
10.1 Any notice or other document to be given under this Agreement shall be in writing and shall be deemed to have been duly given if left at or sent by:
10.1.1 first class post; or
10.1.2 registered post; or
10.1.3 facsimile or other electronic media to a party at the address or relevant telecommunications number for such party or such other address as the party may from time to time designate by written notice to the other.
10.2 Any notice or other document shall be deemed to have been received by the addressee two working days following the date of despatch of the notice or other document by post or, where the notice or other document is sent by hand or is given by facsimile or other electronic media, simultaneously with the delivery or transmission. To prove the giving of a notice or other document it shall be sufficient to show that it was despatched.
11 PROPER LAW AND JURISDICTION
11.1 This Agreement shall be governed in all respects by English Law and be subject to the sole jurisdiction of the English Courts.