Hello,
Do you see anything wrong with this contract?
Anything that could be a disadvantage to me?
thank you very much for all your help/comments.
CONTRACT AGREEMENT NUMBER: Date:
Agreement between whose registered office is and Client name and client’s address.
1.0 DEFINITIONS
1.1 The ‘Client’ refers to the Client name for whom the Consultancy will perform the Services, as identified in the Schedule.
1.2 The ‘Consultancy’ refers to, a company incorporated in England whose registered office is, and namely, who will be initially performing the Services.
1.3 The ‘Period’ refers to the period of this Agreement as set out in the Schedule, subject to early termination under paragraph 5 or extension under paragraph 7 if necessary for the proper completion of the Services.
1.4 The ‘Schedule’ refers to the schedule set out in paragraph 10.
1.5 The ‘Services’ refers to the services described in the Schedule.
1.6 The ‘Consultant’ refers to any individual who is utilised by the Consultancy in its performance of the Services.
2.0 ENGAGEMENT
2.1 The Consultancy has obtained an engagement with the Client under which the Consultancy will perform the Services, utilising the Consultant, diligently and skilfully for the Client for the Period, on the terms and conditions contained in this agreement.
3.0 WARRANTIES
3.1 The Consultancy warrants that it shall follow (and shall procure that the Consultant shall follow) all on-site rules and procedures of the Client insofar as they can be applicable to an independent contractor or visitor and shall act in a professional manner at all times when on the Client’s site and shall diligently provide the Services and co-operate with the Client in achieving the objectives of the Project for which the Services are required, and shall at all times present a neat and clean appearance and render a competent and courteous service to the Client.
3.2 The Consultancy warrants and shall procure that the Consultant shall give an undertaking to the Client, not to disclose to a third party, any confidential information or knowledge concerning the Client, its business or systems, which may be communicated to the Consultancy or its Consultant.
4.0 CONSULTANCY PAY
4.1 The Client shall pay the Consultancy a fee of £ per day for the Services provided calculated by multiplying the daily charge rate as set out in the Schedule by the days worked by the Consultancy.
4.2 The Services are to be billed for weekly and accompanied by signed and authorised copies of weekly timesheets.
4.3 Payment terms will be within 5 working days from receipt of invoice.
4.4 The Consultancy shall complete and submit weekly a record of time worked in a format acceptable to the Client, for approval and countersignature, as requested.
4.5 The Consultancy shall perform the Services from such location, including the premises of the Consultancy, as it may deem appropriate for the performance of the Services.
5.0 NOTICE
5.1 This agreement may be terminated by the Consultancy by giving the Client not less than two week’s notice in writing.
5.2 This Agreement may be terminated by the Client giving to the Consultancy notice in writing. The Client will give not less than two week’s notice unless otherwise mutually agreed between the Consultancy and the Client.
5.3 Should the Client notify the Consultancy in writing at any time during the Period that the Client is not satisfied with the Consultancy or its Consultant because of non performance or unsatisfactory performance or unprofessional conduct or for any other reason, the Consultancy may be withdrawn from the engagement without prior notice or compensation, and the Agreement shall automatically terminate. The Consultancy will be paid for any Services up to this point by the Client.
6.0 CONSULTANCY RESPONSIBILITY
6.1 The Consultancy shall procure that all systems, inventions, copyrights and other intellectual property (together called ‘IP’) developed by it or the Consultant in the performance of the Services for the Client shall be created in the course of the engagement with the Client under terms by which they vest in the Consultancy. The Consultancy assigns, by way of present assignment of future rights, all IP to the Client absolutely, except where this is explicitly agreed by both parties. The Consultancy shall, and shall procure that the Consultant shall, keep confidential all information obtained during the Period concerning the Client’s organisation, activities and systems under development.
6.2 It is a fundamental term of this appointment that the Consultancy shall procure the Services as an independent contractor. Nothing herein contained shall be so construed as to deem the Consultancy or Consultant to be an employee, servant or partner of the Client.
6.3 For the avoidance of doubt, the Consultancy and Consultant shall not be entitled to receive from the Client sickness pay, holiday pay, long service leave or any other similar entitlement.
6.4 The Consultancy shall be responsible for and shall arrange payment of all taxes to be levied against it in respect of the remuneration payable hereunder.
6.5 The Consultancy shall indemnify the Client against all loss and liability suffered or incurred as a result of the Consultant’s acts or omissions. The total liability under this clause shall not exceed the total sums payable for the Services.
6.6 The engagement of the Consultancy shall remain in force for the Period (subject to paragraphs 5 and 7).
6.7 The Consultancy undertakes that it will devote such time, attention, skill and ability as the Contract Works require.
6.8 The Consultancy will use its own initiative in how the Contract Works are to be completed and will have flexibility as to the hours worked on location, but will nonetheless assist the Client by making all reasonable attempts to work within an overall agreed deadline, will observe Health and Safety regulations and will comply with all reasonable operational requirements relating to working hours and security.
6.9 Start and finish times are at the discretion of the Consultancy within an overall program of Contract Works which will be verbally agreed from time to time.
6.10 The Consultancy is not obliged to seek permission from the Client to leave a location at any time.
6.7 In the event that the Consultancy cannot perform the services during the Period for any reason, the Consultancy shall inform the Client by 09.00am on the first day of non-performance.
7.0 CONTRACT EXTENSION
7.1 If the Project for which the Services are required appears likely to overrun the Target Completion Date specified in the Schedule, then this Agreement can be extended by the Client and the Consultancy signing a document to that effect. If the Consultancy continues to perform the Services for and at the request of the Client beyond the Period, this Agreement shall be deemed to be extended and until such time as relevant documentation is signed, the Consultancy shall be paid at the rates set out in the Schedule.
7.2 In normal circumstances, the Client will advise the Consultancy of the intention to extend or close the Agreement within four weeks of the original end date.
8.0 POLICY AND LAW
8.1 If any part of this Agreement shall be held to be in violation of public policy, illegal, unenforceable, void or voidable, in equity or in law, then such finding will not affect any other provision or part thereof.
8.2 This Agreement shall be subject to the laws of England.
8.3 The Consultancy will confirm that the Consultant(s) carrying out the work are legally entitled to work in the United Kingdom, even if this is by means of an appropriate Work Permit or visa. The Consultant will be asked to show identity on the first day to confirm this.
9.0 VAT
9.1 All sums payable under this Agreement unless otherwise stated are exclusive of VAT and other duties or taxes.
9.2 If applicable, any VAT or other duties or taxes properly payable in respect of such sums shall be payable in addition to such sums on delivery of an invoice that is valid for VAT purposes or for the purposes of such other duties or taxes that may be payable.
10.0 THE SCHEDULE
Client: Client name
Proposed Consultant:
Consultancy:
Service Provided: Project Management
Project(s): As allocated
The Period: Date 2010 to Date 2010
Project Hours: Up to five working days per week (based on a 37.5 hour week)
which will all be on site. Any additional work on any day will
be by agreement with the line manager.
The normal working week will be Monday to Friday. Work on Saturday or Sunday will be by agreement with the line manager only.
The Rate: £ per working day as specified above
Additional expenses will only be paid by agreement in advance and on production of appropriate receipts for agreement.
Do you see anything wrong with this contract?
Anything that could be a disadvantage to me?
thank you very much for all your help/comments.
CONTRACT AGREEMENT NUMBER: Date:
Agreement between whose registered office is and Client name and client’s address.
1.0 DEFINITIONS
1.1 The ‘Client’ refers to the Client name for whom the Consultancy will perform the Services, as identified in the Schedule.
1.2 The ‘Consultancy’ refers to, a company incorporated in England whose registered office is, and namely, who will be initially performing the Services.
1.3 The ‘Period’ refers to the period of this Agreement as set out in the Schedule, subject to early termination under paragraph 5 or extension under paragraph 7 if necessary for the proper completion of the Services.
1.4 The ‘Schedule’ refers to the schedule set out in paragraph 10.
1.5 The ‘Services’ refers to the services described in the Schedule.
1.6 The ‘Consultant’ refers to any individual who is utilised by the Consultancy in its performance of the Services.
2.0 ENGAGEMENT
2.1 The Consultancy has obtained an engagement with the Client under which the Consultancy will perform the Services, utilising the Consultant, diligently and skilfully for the Client for the Period, on the terms and conditions contained in this agreement.
3.0 WARRANTIES
3.1 The Consultancy warrants that it shall follow (and shall procure that the Consultant shall follow) all on-site rules and procedures of the Client insofar as they can be applicable to an independent contractor or visitor and shall act in a professional manner at all times when on the Client’s site and shall diligently provide the Services and co-operate with the Client in achieving the objectives of the Project for which the Services are required, and shall at all times present a neat and clean appearance and render a competent and courteous service to the Client.
3.2 The Consultancy warrants and shall procure that the Consultant shall give an undertaking to the Client, not to disclose to a third party, any confidential information or knowledge concerning the Client, its business or systems, which may be communicated to the Consultancy or its Consultant.
4.0 CONSULTANCY PAY
4.1 The Client shall pay the Consultancy a fee of £ per day for the Services provided calculated by multiplying the daily charge rate as set out in the Schedule by the days worked by the Consultancy.
4.2 The Services are to be billed for weekly and accompanied by signed and authorised copies of weekly timesheets.
4.3 Payment terms will be within 5 working days from receipt of invoice.
4.4 The Consultancy shall complete and submit weekly a record of time worked in a format acceptable to the Client, for approval and countersignature, as requested.
4.5 The Consultancy shall perform the Services from such location, including the premises of the Consultancy, as it may deem appropriate for the performance of the Services.
5.0 NOTICE
5.1 This agreement may be terminated by the Consultancy by giving the Client not less than two week’s notice in writing.
5.2 This Agreement may be terminated by the Client giving to the Consultancy notice in writing. The Client will give not less than two week’s notice unless otherwise mutually agreed between the Consultancy and the Client.
5.3 Should the Client notify the Consultancy in writing at any time during the Period that the Client is not satisfied with the Consultancy or its Consultant because of non performance or unsatisfactory performance or unprofessional conduct or for any other reason, the Consultancy may be withdrawn from the engagement without prior notice or compensation, and the Agreement shall automatically terminate. The Consultancy will be paid for any Services up to this point by the Client.
6.0 CONSULTANCY RESPONSIBILITY
6.1 The Consultancy shall procure that all systems, inventions, copyrights and other intellectual property (together called ‘IP’) developed by it or the Consultant in the performance of the Services for the Client shall be created in the course of the engagement with the Client under terms by which they vest in the Consultancy. The Consultancy assigns, by way of present assignment of future rights, all IP to the Client absolutely, except where this is explicitly agreed by both parties. The Consultancy shall, and shall procure that the Consultant shall, keep confidential all information obtained during the Period concerning the Client’s organisation, activities and systems under development.
6.2 It is a fundamental term of this appointment that the Consultancy shall procure the Services as an independent contractor. Nothing herein contained shall be so construed as to deem the Consultancy or Consultant to be an employee, servant or partner of the Client.
6.3 For the avoidance of doubt, the Consultancy and Consultant shall not be entitled to receive from the Client sickness pay, holiday pay, long service leave or any other similar entitlement.
6.4 The Consultancy shall be responsible for and shall arrange payment of all taxes to be levied against it in respect of the remuneration payable hereunder.
6.5 The Consultancy shall indemnify the Client against all loss and liability suffered or incurred as a result of the Consultant’s acts or omissions. The total liability under this clause shall not exceed the total sums payable for the Services.
6.6 The engagement of the Consultancy shall remain in force for the Period (subject to paragraphs 5 and 7).
6.7 The Consultancy undertakes that it will devote such time, attention, skill and ability as the Contract Works require.
6.8 The Consultancy will use its own initiative in how the Contract Works are to be completed and will have flexibility as to the hours worked on location, but will nonetheless assist the Client by making all reasonable attempts to work within an overall agreed deadline, will observe Health and Safety regulations and will comply with all reasonable operational requirements relating to working hours and security.
6.9 Start and finish times are at the discretion of the Consultancy within an overall program of Contract Works which will be verbally agreed from time to time.
6.10 The Consultancy is not obliged to seek permission from the Client to leave a location at any time.
6.7 In the event that the Consultancy cannot perform the services during the Period for any reason, the Consultancy shall inform the Client by 09.00am on the first day of non-performance.
7.0 CONTRACT EXTENSION
7.1 If the Project for which the Services are required appears likely to overrun the Target Completion Date specified in the Schedule, then this Agreement can be extended by the Client and the Consultancy signing a document to that effect. If the Consultancy continues to perform the Services for and at the request of the Client beyond the Period, this Agreement shall be deemed to be extended and until such time as relevant documentation is signed, the Consultancy shall be paid at the rates set out in the Schedule.
7.2 In normal circumstances, the Client will advise the Consultancy of the intention to extend or close the Agreement within four weeks of the original end date.
8.0 POLICY AND LAW
8.1 If any part of this Agreement shall be held to be in violation of public policy, illegal, unenforceable, void or voidable, in equity or in law, then such finding will not affect any other provision or part thereof.
8.2 This Agreement shall be subject to the laws of England.
8.3 The Consultancy will confirm that the Consultant(s) carrying out the work are legally entitled to work in the United Kingdom, even if this is by means of an appropriate Work Permit or visa. The Consultant will be asked to show identity on the first day to confirm this.
9.0 VAT
9.1 All sums payable under this Agreement unless otherwise stated are exclusive of VAT and other duties or taxes.
9.2 If applicable, any VAT or other duties or taxes properly payable in respect of such sums shall be payable in addition to such sums on delivery of an invoice that is valid for VAT purposes or for the purposes of such other duties or taxes that may be payable.
10.0 THE SCHEDULE
Client: Client name
Proposed Consultant:
Consultancy:
Service Provided: Project Management
Project(s): As allocated
The Period: Date 2010 to Date 2010
Project Hours: Up to five working days per week (based on a 37.5 hour week)
which will all be on site. Any additional work on any day will
be by agreement with the line manager.
The normal working week will be Monday to Friday. Work on Saturday or Sunday will be by agreement with the line manager only.
The Rate: £ per working day as specified above
Additional expenses will only be paid by agreement in advance and on production of appropriate receipts for agreement.
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