Darwin Contract ~2011 - Continued
6. Financial Risk:
6.1 The Self-Employed Consultant can benefit from his own sound management of the execution of the Services by adopting efficient working methods, working longer hours, negotiating effectively and using substitutes or sub-contractors, but will nonetheless use his reasonable endeavours to complete the Services.
6.2 If the Self-Employed Consultant or his substitute or sub-contractor performs the Services (or any part of the Services) negligently or in breach of this Contract then, if requested by the Company, the Self-Employed Consultant will re-perform the relevant part of the Services at the Self-Employed Consultant’s sole cost and in his own time and will repair or replace any property, equipment damaged in the provision of the Services. Any request made by the Company pursuant to this clause must be made within 6 months of the End Date or other the date of termination of this Contract as agreed between the parties.
7. Other Activities:
7.1 Nothing in this Contract shall prevent the Self-Employed Consultant from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during this Contract provided that such activity does not cause a breach of any of the Self-Employed Consultant’s obligations under this Contract. For the avoidance of doubt, the Self-Employed Consultant is free to undertake other contracts for services for other third parties at any time either concurrently with or after this Contract.
8. Confidentiality:
8.1 Any party receiving confidential information in relation to the provision of the Services (‘Receiving Party’) shall keep the confidential information of the other party who supplies the information in relation to the provision of the Services (‘Supplying Party’) and the Third Party confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party and the Third Party for performing the Receiving Party’s obligations under the Agreement. The Receiving Party shall inform its officers, employees and agents substitutes and sub-contractors of the Receiving Party’s obligations under the provisions of this clause, and ensure that the Receiving Party’s officers, employees and agents substitutes and sub-contractors meet these obligations.
8.2 The obligations of clause
8.1 shall not apply to any information which:
8.2.1 was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;
8.2.2 is already in or comes into the public domain other than through the Receiving Party’s unauthorised disclosure;
8.2.3 is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
8.2.4 was developed by the Receiving Party (or on its behalf) who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party; or;
8.2.5 is required to be disclosed by order of a court of competent jurisdiction.
8.3 This clause 8 shall survive termination of this Agreement
9. Insurance and Liability
9.1 The Self-Employed Consultant shall have personal liability for any loss, liability or cost (including reasonable legal costs) incurred by the Company in connection with the provision of the Services and shall accordingly maintain in force for the duration of this Contract full and comprehensive insurance policies as necessary in respect of the provision of the Services.
9.2 The Self-Employed Consultant is invited to take advantage of the economies of scale offered by obtaining insurance cover for the provision of the Services through the Company’s insurance agent in accordance with the Schedule. The Self-Employed Consultant acknowledges that being named on the Company’s insurance policy would be a separate contractual and commercial arrangement between the Self-Employed Consultant and the Company and does not constitute a relationship of employee and employer between the parties.
9.3 The Self-Employed Consultant shall comply with all terms and conditions of the insurance policies at all times. If cover under the insurance policies shall lapse or not be renewed or be changed in any material way or if the Self-Employed Consultant is aware of any reason why the cover under the insurance policies may lapse or not be renewed or be changed in any material way, the Self-Employed Consultant shall notify the Company without delay.
9.4 In the event that the Self-Employed Consultant exercises the right to appoint a substitute or sub-contractor reserved in clause 3.3 herein, the Self-Employed Consultant will remain personally liable to the Company and the Third Party in respect of the Services and will indemnify the Company and the Third Party against all claims and losses arising from any loss, damage, liability or cost to the Company, its employees and third parties, infringement of third party intellectual property by reason or arising out of the provision of the Services.
10. Status
10.1 The relationship of the Self-Employed Consultant with the Company will be that of independent contractor and nothing in this Contract shall render him an employee, worker, agent or partner of the Company and the Self-Employed Consultant shall not hold himself out as such.
10.2 This Contract constitutes a contract for the provision of services and not a contract of employment and accordingly the Self-Employed Consultant will be fully responsible for and shall indemnify the Company for and in respect of any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services where such recovery is not prohibited by law. The Self-Employed Consultant shall further indemnify the Company against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Company in connection with or in consequence of any such liability, deduction, contribution, assessment or claim (other than where the latter arises out of the Company’s negligence or wilful default).
10.3 The Company may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Self-Employed Consultant.
10.4 Further the Self-Employed Consultant undertakes that tax on or in respect of any fees paid or to be paid to the Self-Employed Consultant pursuant to clause 4 of this Contract:
10.4.1 will be self-assessed; or
10.4.2 will not be self-assessed but will be paid as a self-assessment payment on account under section 59A of the Taxes Management Act 1970. 10.5 There is a provision in the Conduct of Employment Agencies and Employment Businesses Regulations 2003( “the Regulations”) for companies and those workers whose services they supply, to opt out of the Conduct Regulations. By signing this Agreement you indicate that you wish to opt out of the Conduct Regulations. Please note you may NOT opt out if you are to be working or caring for persons under the age of 18 or who by reason of age, infirmity or other circumstances, are in need of care themselves.
6. Financial Risk:
6.1 The Self-Employed Consultant can benefit from his own sound management of the execution of the Services by adopting efficient working methods, working longer hours, negotiating effectively and using substitutes or sub-contractors, but will nonetheless use his reasonable endeavours to complete the Services.
6.2 If the Self-Employed Consultant or his substitute or sub-contractor performs the Services (or any part of the Services) negligently or in breach of this Contract then, if requested by the Company, the Self-Employed Consultant will re-perform the relevant part of the Services at the Self-Employed Consultant’s sole cost and in his own time and will repair or replace any property, equipment damaged in the provision of the Services. Any request made by the Company pursuant to this clause must be made within 6 months of the End Date or other the date of termination of this Contract as agreed between the parties.
7. Other Activities:
7.1 Nothing in this Contract shall prevent the Self-Employed Consultant from being engaged, concerned or having any financial interest in any capacity in any other business, trade, profession or occupation during this Contract provided that such activity does not cause a breach of any of the Self-Employed Consultant’s obligations under this Contract. For the avoidance of doubt, the Self-Employed Consultant is free to undertake other contracts for services for other third parties at any time either concurrently with or after this Contract.
8. Confidentiality:
8.1 Any party receiving confidential information in relation to the provision of the Services (‘Receiving Party’) shall keep the confidential information of the other party who supplies the information in relation to the provision of the Services (‘Supplying Party’) and the Third Party confidential and secret, whether disclosed to or received by the Receiving Party. The Receiving Party shall only use the confidential information of the Supplying Party and the Third Party for performing the Receiving Party’s obligations under the Agreement. The Receiving Party shall inform its officers, employees and agents substitutes and sub-contractors of the Receiving Party’s obligations under the provisions of this clause, and ensure that the Receiving Party’s officers, employees and agents substitutes and sub-contractors meet these obligations.
8.2 The obligations of clause
8.1 shall not apply to any information which:
8.2.1 was known or in the possession of the Receiving Party before it was provided to the Receiving Party by the Supplying Party;
8.2.2 is already in or comes into the public domain other than through the Receiving Party’s unauthorised disclosure;
8.2.3 is provided to the Receiving Party without restriction or disclosure by a third party, who did not breach any confidentiality obligations by making such a disclosure;
8.2.4 was developed by the Receiving Party (or on its behalf) who had no direct access to, or use or knowledge of the confidential information supplied by the Supplying Party; or;
8.2.5 is required to be disclosed by order of a court of competent jurisdiction.
8.3 This clause 8 shall survive termination of this Agreement
9. Insurance and Liability
9.1 The Self-Employed Consultant shall have personal liability for any loss, liability or cost (including reasonable legal costs) incurred by the Company in connection with the provision of the Services and shall accordingly maintain in force for the duration of this Contract full and comprehensive insurance policies as necessary in respect of the provision of the Services.
9.2 The Self-Employed Consultant is invited to take advantage of the economies of scale offered by obtaining insurance cover for the provision of the Services through the Company’s insurance agent in accordance with the Schedule. The Self-Employed Consultant acknowledges that being named on the Company’s insurance policy would be a separate contractual and commercial arrangement between the Self-Employed Consultant and the Company and does not constitute a relationship of employee and employer between the parties.
9.3 The Self-Employed Consultant shall comply with all terms and conditions of the insurance policies at all times. If cover under the insurance policies shall lapse or not be renewed or be changed in any material way or if the Self-Employed Consultant is aware of any reason why the cover under the insurance policies may lapse or not be renewed or be changed in any material way, the Self-Employed Consultant shall notify the Company without delay.
9.4 In the event that the Self-Employed Consultant exercises the right to appoint a substitute or sub-contractor reserved in clause 3.3 herein, the Self-Employed Consultant will remain personally liable to the Company and the Third Party in respect of the Services and will indemnify the Company and the Third Party against all claims and losses arising from any loss, damage, liability or cost to the Company, its employees and third parties, infringement of third party intellectual property by reason or arising out of the provision of the Services.
10. Status
10.1 The relationship of the Self-Employed Consultant with the Company will be that of independent contractor and nothing in this Contract shall render him an employee, worker, agent or partner of the Company and the Self-Employed Consultant shall not hold himself out as such.
10.2 This Contract constitutes a contract for the provision of services and not a contract of employment and accordingly the Self-Employed Consultant will be fully responsible for and shall indemnify the Company for and in respect of any income tax, National Insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from or made in connection with the performance of the Services where such recovery is not prohibited by law. The Self-Employed Consultant shall further indemnify the Company against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by the Company in connection with or in consequence of any such liability, deduction, contribution, assessment or claim (other than where the latter arises out of the Company’s negligence or wilful default).
10.3 The Company may at its option satisfy such indemnity (in whole or in part) by way of deduction from any payments due to the Self-Employed Consultant.
10.4 Further the Self-Employed Consultant undertakes that tax on or in respect of any fees paid or to be paid to the Self-Employed Consultant pursuant to clause 4 of this Contract:
10.4.1 will be self-assessed; or
10.4.2 will not be self-assessed but will be paid as a self-assessment payment on account under section 59A of the Taxes Management Act 1970. 10.5 There is a provision in the Conduct of Employment Agencies and Employment Businesses Regulations 2003( “the Regulations”) for companies and those workers whose services they supply, to opt out of the Conduct Regulations. By signing this Agreement you indicate that you wish to opt out of the Conduct Regulations. Please note you may NOT opt out if you are to be working or caring for persons under the age of 18 or who by reason of age, infirmity or other circumstances, are in need of care themselves.
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