Supply of Consultancy Services

Independent Contractor Agreement

This Contract is between xxxxxxxxx (the ‘Client’) and Cobalt ICT Limited, a private limited company (the ‘Consultant’).

The Contract is dated xxxxxxxxxx

  1. PROJECT AND PAYMENT.

1.1 Project. The Client is hiring the Consultant to do the following: xxxxxxxxxxx

1.2 Schedule. The Consultant will begin work on xxxxxxxxxxx and must finish the work by xxxxxxxxxxx.

1.3 Payment. The Client will pay the Consultant a rate of £xxxxxxxxx (GBP) per week. Of this, the Client will pay the Consultant £xxxxxxxxx (GBP) before work begins. The Consultant agrees that it is not entitled to any further fees from the Client in relation to this project unless otherwise agreed in writing by the Client.

1.4 Expenses. The Client will reimburse the Consultant’s expenses. Expenses must be preapproved by the Client.

1.5 Invoices. The Consultant will invoice the Client weekly. The Client agrees to pay the amount owed within 7 days of receiving the invoice. The Consultant shall be entitled to charge, and the Client shall pay, interest on any unpaid amount from the due date until payment is received at a rate of 4.0% per month on the outstanding amount.

1.6 Support. The Consultant will not provide support for any deliverable once the Client accepts it, unless otherwise agreed in writing.

  1. OWNERSHIP AND LICENSES.

2.1 Client Owns All Work Product. As part of this job, the Consultant is creating “work product” for the Client. To avoid confusion, work product is the finished product, as well as drafts, notes, materials, mock-ups, hardware, designs, inventions, patents, code, and anything else that the Consultant works on—that is, conceives, creates, designs, develops, invents, works on, or reduces to practice—as part of this project, whether before the date of this Contract or after. The Consultant hereby assigns to the Client this work product once the Client pays for it in full. This means the Consultant is giving the Client all of its present and future right, title, and interest in and to the work product (including intellectual property rights), and the Client will be the sole owner of it. The Client can use the work product however it wants or it can decide not to use the work product at all. The Client, for example, can modify, destroy, or sell it, as it sees fit. Accordingly, the Consultant should not register or attempt to register any intellectual property rights in the work product unless requested to do so by the Client.

2.2 Consultant’s Use Of Work Product. Once the Consultant assigns the work product to the Client, the Consultant does not have any rights to it, except those that the Client explicitly gives the Consultant here. The Client gives the Contractor permission to use the work product as part of the Contractor’s portfolio and websites, in galleries, and in other media, so long as it is to showcase the Contractor’s work and not for any other purpose. The Contractor is not allowed to sell or otherwise use the work product to make money or for any other commercial use. The Client is not allowed to take back this license, even after the Contract ends.

2.3 Credit For The Work Product. The Client is under no obligation to give credit to the Consultant each time it publishes the work product.

2.4 Consultant’s Help Securing Ownership. In due course, the Client may need the Consultant’s help to show that the Client owns the work product or to complete the transfer. The Consultant agrees to help with that. For example, the Client may require the Consultant to sign a copyright assignment and the Consultant shall do this. The Client will pay any reasonable expenses for this. If the Client can’t find the Consultant, the Consultant agrees that the Client can act on the Consultant’s behalf to accomplish the same thing. The following language gives the Client that right: if the Client can’t find the Consultant after spending reasonable effort trying to do so, the Consultant hereby irrevocably designates and appoints the Client as the Consultant’s agent and attorney-in-fact, which appointment is coupled with an interest, to act for the Consultant and on the Consultant’s behalf to execute, verify, and file the required documents and to take any other legal action to accomplish the purposes of paragraph 2.1 (Client Owns All Work Product).

2.5 Consultant’s IP That Is Not Work Product. During the course of this project, the Consultant might use intellectual property that the Consultant owns or has licensed from a third party, but that does not qualify as “work product.” This is called “background IP”, and the parties shall agree during the project what intellectual property constitutes “work product” and what intellectual property constitutes “background IP”. The Consultant is not giving the Client this background IP. But, as part of the Contract, the Consultant is giving the Client a right to use and license (with the right to sublicense) the background IP to develop, market, sell, and support the Client’s products and services. The Client may use this background IP worldwide and free of charge, but it cannot transfer its rights to the background IP (except as allowed in Section 11.1 (Assignment)). The Client cannot sell or license the background IP separately from its products or services. The Consultant cannot take back this grant, and this grant does not end when the Contract is over.

2.6 Consultant’s Right To Use Client IP. The Consultant may need to use the Client’s intellectual property to do its job. For example, if the Client is hiring the Consultant to build a website, the Consultant may have to use the Client’s logo. The Client agrees to let the Consultant use the Client’s intellectual property and other intellectual property that the Client controls to the extent reasonably necessary to do the Consultant’s job. Beyond that, the Client is not giving the Consultant any intellectual property rights, unless specifically stated otherwise in this Contract.

2.7 Moral Rights. The Consultant waives any moral rights in the work product to which it is now or may at any future time be entitled under Chapter IV of the Copyright Designs and Patents Act 1988. This means that (unless otherwise stated in this contract) the Consultant gives up its right to be acknowledged as the author of the work product and also the right to object to the way the Client uses that work product.

  1. COMPETITIVE ENGAGEMENTS. The Consultant won’t work for a competitor of the Client until this Contract ends. To avoid confusion, a competitor is any third party that develops, manufactures, promotes, sells, licenses, distributes, or provides products or services that are substantially similar to the Client’s products or services. A competitor is also a third party that plans to do any of those things. The one exception to this restriction is if the Consultant asks for permission beforehand and the Client agrees to it in writing. If the Consultant uses employees or subcontractors, the Consultant must make sure they follow the obligations in this paragraph, as well.
  2. NON-SOLICITATION. Until this Contract ends, the Consultant won’t: (a) encourage Client employees or service providers to stop working for the Client; (b) encourage Client customers or clients to stop doing business with the Client; or (c) hire anyone who worked for the Client over the 12-month period before the Contract ended. The one exception is if the Consultant puts out a general ad and someone who happened to work for the Client responds. In that case, the Consultant may hire that candidate. The Consultant promises that it won’t do anything in this paragraph on behalf of itself or a third party.
  3. REPRESENTATIONS.

5.1 Overview. This section contains important promises between the parties.

5.2 Authority To Sign. Each party promises to the other party that it has the authority to enter into this Contract and to perform all of its obligations under this Contract.

5.3 Consultant Has Right To Give Client Work Product. The Consultant promises that it owns the work product, that the Consultant is able to give the work product to the Client, and that no other party will claim that it owns the work product. If the Consultant uses employees or subcontractors, the Consultant also promises that these employees and subcontractors have signed contracts with the Consultant giving the Consultant any rights that the employees or subcontractors have related to the Consultant’s background IP and work product.

5.4 Consultant Will Comply With Laws. The Consultant promises that the manner it does this job, its work product, and any background IP it uses comply with all applicable laws and regulations in the territories relevant to the provision or receipt of the services under this contract.

5.5 Work Product Does Not Infringe. The Consultant promises that its work product does not and will not infringe on someone else’s intellectual property rights, that the Consultant has the right to let the Client use the background IP, and that this Contract does not and will not violate any contract that the Consultant has entered into or will enter into with someone else.

5.6 Client Will Review Work. The Client promises to review the work product, to be reasonably available to the Consultant if the Consultant has questions regarding this project, and to provide timely feedback and decisions.

5.7 Client-Supplied Material Does Not Infringe. If the Client provides the Consultant with material to incorporate into the work product, the Client promises that this material does not infringe on someone else’s intellectual property rights.

5.8 Service Standard. The Consultant will perform its work under this contract with all due skill, care and ability.

5.9 Client Premises. To the extent that the Consultant is required to work at the Client’s premises, the Consultant shall comply with the health and safety policies and procedures notified to it by the Client.

  1. TERM AND TERMINATION.

6.1 Term and Termination. This Contract ends on xxxxxxxxx, unless the Client or the Consultant ends the contract before that time. Either party may end this Contract for any reason by sending an email or letter to the other party, informing the recipient that the sender is ending the Contract and that the Contract will end in 7 days. The Contract officially ends once that time has passed. The party that is ending the Contract must provide notice by taking the steps explained in Section 11.4. The Consultant must immediately stop working as soon as it receives this notice, unless the notice says otherwise. The Client will pay the Consultant for the work done up until when the Contract ends and will reimburse the Consultant for any agreed-upon, non-cancellable expenses. The following sections don’t end even after the Contract ends: 2 (Ownership and Licenses); 3 (Competitive Engagements); 4 (Non- Solicitation); 5 (Representations); 8 (Confidential Information and Data Protection); 9 (Limitation of Liability); 10 (Indemnity); and 11 (General).

6.2 Additional Termination Right. Either party may terminate this contract on written notice to the other party, if the other party is in material breach of any of the terms of this contract, and fails to remedy that material breach within 7 days after receiving a written notice from the first party requiring it to do so.

  1. INDEPENDENT CONTRACTOR. The Client is hiring the Consultant as an independent contractor. The following statements accurately reflect their relationship:

– The Consultant will use its own equipment, tools, and material to do the work.

– The Client will not control how the job is performed on a day-to-day basis. Rather, the Consultant is responsible for determining when, where, and how it will carry out the work.

– The Client will not provide the Consultant with any training.

– The Client and the Consultant do not have a partnership, principal-agent or employer- employee relationship.

– The Consultant cannot enter into contracts, make promises, or act on behalf of the Client.

– The Consultant is not entitled to the Client’s benefits (e.g., group insurance, retirement benefits, retirement plans, vacation days).

– The Consultant is responsible for its own taxes.

  1. CONFIDENTIAL INFORMATION AND DATA PROTECTION.

8.1 Overview. This Contract imposes special restrictions on how the Client and the Consultant must handle confidential information. These obligations are explained in this section.

8.2 The Client’s Confidential Information. While working for the Client, the Consultant may come across, or be given, Client information that is confidential. This is information like customer lists, business strategies, research & development notes, statistics about a website, and other information that is private. The Consultant promises to treat this information as if it is the Consultant’s own confidential information. The Consultant may use this information to do its job under this Contract, but not for anything else. For example, if the Client lets the Consultant use a customer list to send out a newsletter, the Consultant cannot use those email addresses for any other purpose. The one exception to this is if the Client gives the Consultant written permission to use the information for another purpose, the Consultant may use the information for that purpose, as well. When this Contract ends, the Consultant must give back or destroy all confidential information, and confirm that it has done so. The Consultant promises that it will not share confidential information with a third party, unless the Client gives the Consultant written permission first. The Consultant must continue to follow these obligations, even after the Contract ends. The Consultant’s responsibilities only stop if the Consultant can show any of the following: (i) that the information was already public when the Consultant came across it; (ii) the information became public after the Consultant came across it, but not because of anything the Consultant did or didn’t do; (iii) the Consultant already knew the information when the Consultant came across it and the Consultant didn’t have any obligation to keep it secret; (iv) a third party provided the Consultant with the information without requiring that the Consultant keep it a secret; or (v) the Consultant created the information on its own, without using anything belonging to the Client.

8.3 Third-Party Confidential Information. It’s possible the Client and the Consultant each have access to confidential information that belongs to third parties. The Client and the Consultant each promise that it will not share with the other party confidential information that belongs to third parties, unless it is allowed to do so. If the Client or the Consultant is allowed to share confidential information with the other party and does so, the sharing party promises to tell the other party in writing of any special restrictions regarding that information.

8.4 Data Protection. Each party shall comply with its relevant obligations under the Data Protection Act 1998 and associated codes of practice when processing personal data in connection with this contract.

  1. LIMITATION OF LIABILITY. Nothing in this contract shall limit or exclude the liability of either party for death or personal injury caused by the negligence of that party or for fraud. Each party’s aggregate liability to the other party under or in connection with this contract shall not exceed the total fee paid or payable to the Consultant under this Contract, provided that each party’s liability under Section 2 (Ownership and Licenses) and Section 8 (Confidentiality and Data Protection) shall be unlimited. In addition, neither party shall be liable to the other for any loss of profits, business revenue, goodwill or anticipated savings or for any indirect or consequential loss.
  2. INDEMNITY.

10.1 Overview. This section transfers certain risks between the parties if a third party sues or goes after the Client or the Consultant or both. For example, if the Client gets sued for something that the Consultant did, then the Client may require the Consultant to help in its defence and/or to reimburse the Client for any losses.

10.2 Client Indemnity. In this Contract, the Consultant agrees to indemnify the Client (and its affiliates and its and their directors, officers, employees, and agents) from and against all liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of: (i) the work the Consultant has done under this Contract; (ii) a breach by the Consultant of its obligations under this Contract; or (iii) a breach by the Consultant of the promises it is making in Section 5 (Representations).

10.3 Consultant Indemnity. In this Contract, the Client agrees to indemnify the Consultant (and its affiliates and its and their directors, officers, employees, and agents) from and against liabilities, losses, damages, and expenses (including reasonable attorneys’ fees) related to a third-party claim or proceeding arising out of a breach by the Client of its obligations under this Contract.

10.4 Conduct of Claims. In respect of any indemnity claim pursuant to this Section, the indemnified party shall: (i) promptly notify the indemnifying party of the relevant claim; (ii) not make any admission or otherwise compromise or settle the claim; and (iii) provide the indemnifying party with all such assistance as the indemnifying party may reasonably require in respect of the claim.

  1. GENERAL.

11.1 Assignment. This Contract applies only to the Client and the Consultant. The Consultant cannot assign its rights or delegate its obligations under this Contract to a third-party (other than by will or intestate), without first receiving the Client’s written permission. In contrast, the Client may assign its rights and delegate its obligations under this Contract without the Consultant’s permission. This is necessary in case, for example, another Client buys out the Client or if the Client decides to sell the work product that results from this Contract.

11.2 Mediation. If a dispute arises about this contract, the parties first must try to settle it through mediation. The parties will agree to the mediator and share the costs of the mediation. Each party agrees to cooperate with the mediator and to try to reach a mutually satisfactory compromise. If the dispute is not resolved in 30 days after one party notifies the other in writing of its desire for mediation, either party may take the matter to court.

11.3 Modification; Waiver. To change anything in this Contract, the Client and the Consultant must agree to that change in writing and sign a document showing their contract. Neither party can waive its rights under this Contract or release the other party from its obligations under this Contract, unless the waiving party acknowledges it is doing so in writing and signs a document that says so.

11.4 Notices.

(a) Over the course of this Contract, one party may need to send a notice to the other party. For the notice to be valid, it must be in writing and delivered in one of the following ways:

personal delivery, email, or certified or registered mail (postage prepaid, return receipt requested). The notice must be delivered to the party’s address listed at the end of this Contract or to another address that the party has provided in writing as an appropriate address to receive notice.

(b) The timing of when a notice is received can be very important. To avoid confusion, a valid notice is considered received as follows: (i) if delivered personally, it is considered received immediately; (ii) if delivered by email, it is considered received upon acknowledgement of receipt; (iii) if delivered by registered or certified mail (postage prepaid, return receipt requested), it is considered received upon receipt as indicated by the date on the signed receipt. If a party refuses to accept notice or if notice cannot be delivered because of a change in address for which no notice was given, then it is considered received when the notice is rejected or unable to be delivered. If the notice is received after 5:00pm on a London business day at the location specified in the address for that party, or on a day that is not a London business day, then the notice is considered received at 9:00am on the next business day.

11.5 Severability. This section deals with what happens if a portion of the Contract is found to be unenforceable. If that’s the case, the unenforceable portion will be changed to the minimum extent necessary to make it enforceable, unless that change is not permitted by law, in which case the portion will be disregarded. If any portion of the Contract is changed or disregarded because it is unenforceable, the rest of the Contract is still enforceable.

11.6 Third Party Rights. A person who is not a party to this contract shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this contract.

11.7 Signatures. The Client and the Consultant must sign this document using Bonsai’s e-signing system. These electronic signatures count as originals for all purposes.

11.8 Governing Law and Jurisdiction. The laws of United Kingdom govern the rights and obligations of the Client and the Consultant (both contractual and non-contractual) under this Contract, without regard to conflict of law principles. The courts of United Kingdom shall have exclusive jurisdiction in determining any dispute (whether contractual or non- contractual) under or in connection with this contract.

11.9 Entire Contract. This Contract represents the parties’ final and complete understanding of this job and the subject matter discussed in this Contract. This Contract supersedes all other contracts (both written and oral) between the parties. Nothing in this paragraph excludes either party’s liability for fraud.