BETWEEN

M. J. Hadfield (Consultant Engineers) whose registered office is at [......] ("the Supplier")

AND

[...... ] a company incorporated in England under number [......] and whose registered office is at [ ......] ("the Client")

Whereas

IT IS HEREBY AGREED THAT

1. Interpretation

In this Agreement:

1. Intellectual Property Rights means any and all patents, patent applications, know-how, trade marks, trade mark applications, trade names, registered design, copyright, database rights or other similar intellectual property rights created, developed, subsisting or used in connection with the Specified Service and whether in existence at the date hereof or created in the future;
2. Specified Service means any goods, services or advice to be provided by the Supplier to the Client as detailed in Schedule 1 to this Agreement;
3. Specified Sum means the agreed consideration to be paid by the Client to the Supplier as detailed in Schedule 2 to this Agreement.

 

2. Agreement

In consideration of the payment of the Specified Sum by the Client to the Supplier the Supplier shall provide the Specified Service.

 

3. Specified Service

1. The Supplier shall provide the Specified Service to the Client subject to the terms of this Agreement.
2. Because of the nature of the work to be undertaken by the Supplier, both parties accept that it may be necessary to agree to alter or adapt the Specified Service and that any additional works required may not be included in the Specified Sum as detailed in this Agreement. The parties therefore accept that any changes or additions to the Specified Service or the terms of this Agreement will be valid only if agreed in writing by the Supplier and the Client.
3. The Supplier reserves the right to revise the Specified Sum in the light of any changes to the Specified Service in the light of Clause 3.2 above. The Supplier will inform the Client of any proposed changes in the Specified Sum in writing and these changes will not be valid until accepted in writing by the Client.
4. The Supplier shall take all reasonable steps to comply with any timetable or other targets for progress or delivery of the whole or any agreed part of the Specified Services or the completion of the Specified Service agreed in writing between the parties.
5. The Supplier may at any time and without giving the Client prior notification make any changes to the Specified Service which are necessary to comply with any applicable safety or other statutory requirements, or make any changes to the Specified Service which do not materially affect the nature or quality of the Specified Service.

 

4. Duration and Termination

1. This Agreement shall commence from the date hereof unless agreed otherwise in Schedule 1 and shall remain in force until the Specified Services are completed as defined in Schedule 1 unless terminated early.
2. Either party may terminate this Agreement by giving [......] written notice to the other party in the event that:

1. Either party is in breach of this Agreement and fails to remedy such breach (if capable of remedy) within [......] after being required in writing to do so;
2. The other party goes into liquidation, or (in the case of an individual or firm) becomes bankrupt, makes a voluntary arrangement with his or its creditors or has a receiver or administrator appointed.

3. The Supplier may terminate this Agreement:

1. By giving the Client [......] written notice if the Client is in default of any agreed payments under this Agreement and has failed to remedy that default within [......] of receiving a written demand from the Supplier; or
2. By giving the Client [......] written notice if the Client fails to accord the Supplier the reasonable access to premises, equipment, personnel or other information required for the Supplier to perform the Specified Services; or
3. By giving the Client five working days written notice if, in the Supplier’s opinion it is no longer appropriate for the Agreement to continue in force.

4. The Supplier is entitled to charge interest to the Client on any outstanding amounts at the rate of [...%] under the Late Payment of Commercial Debts (Interest) Act 1998. Such interest will begin to accrue from [....][30 days after the date agreed for payment under this Agreement] and will continue to accrue until judgment or sooner payment.
5. The Client may terminate this Agreement forthwith if the Supplier, or any party performing the Supplier’s obligations under Clause [....] below, fails to provide a reasonable level or quality of service in the sole and reasonable opinion of the Client or if in the sole and reasonable opinion of the Client it is no longer appropriate for the Agreement to remain in force.
6. In the event that this Agreement is terminated before the completion of the Specified Services, the Supplier shall be entitled to payment by the Client for work completed on a quantum meruit basis.

 

5. Client’s Obligations

1. The Client shall, at its own expense, provide the Supplier with all documents or other materials and data or other information necessary for the completion of the Specified Service, in sufficient time to enable the Supplier to provide the Specified Service in accordance with any timetable or other target for progress or completion agreed in writing between the parties.
2. The Client shall be responsible for the content of all documents or other materials and shall ensure the accuracy of all data or other information provided to the Supplier in the course of this Agreement.
3. The Client shall, at its own expense, retain duplicate copies of all documents or other material and data or other information provided to the Supplier and shall insure against its accidental loss or damage. The Supplier shall have no liability for any such loss or damage, howsoever caused.
4. The Client shall ensure that the Supplier is accorded sufficient access to any of the Client’s premises, information, data or personnel and use of any equipment that is reasonably necessary for the completion of the Specified Services. Where the Supplier requires access to any third party premises, information, data or personnel the Client will make all reasonable efforts to arrange this for the Supplier.

 

6. Supplier’s Obligations

1. The Supplier will take all reasonable steps to ensure that the Specified Services are completed in accordance with any timetables or other targets agreed in Schedule 1. However:

1. If, in the Supplier’s sole discretion it is appropriate, in order to comply with any agreed timetables or targets set out in Schedule 1, the Supplier may obtain or provide extra resources (whether in the form of equipment or personnel) of the requisite standard in order to ensure that the Specified Services are completed in accordance with Schedule 1. The Supplier and the Client shall each make a reasonable contribution to the cost of providing these extra resources taking into account the circumstances surrounding the need for extra resources. Where further personnel are provided, the Client has the right to refuse to accept any such personnel on any reasonable grounds.
2. In the event that the Supplier finds itself unable to provide the whole or any part of the Specified Services for whatever reason, the Supplier shall offer the Client a substitute ("the Substitute Supplier") of equivalent expertise to work in the Supplier’s place. The Client has the right to refuse to accept the Substitute Supplier offered on any reasonable grounds in which case the Supplier shall offer a further Substitute Supplier. If the Client finds the Substitute Supplier acceptable, the Supplier shall provide an overlap period of up to [..ten..] working days during which time the Supplier shall ensure that the Substitute Supplier fully understands the requirements of the Client and the progress made in providing the Specified Services. The Supplier shall not charge the Client any extra sum for this overlap period. Thereafter, Supplier shall continue to invoice the Client and shall be responsible for the payments and expenses of the Substitute Supplier. In the event that the Supplier cannot provide an acceptable Substitute Supplier, the Client is entitled to terminate this Agreement forthwith.

 

7. Conflicts of Interest

The Client understands and accepts that the Supplier is entitled to seek, apply for, accept and perform contracts to supply goods and services to third parties. However, during the currency of this Agreement, the Supplier undertakes not to accept contracts to supply goods or services to third parties where this could result in the Supplier providing goods or services to competitors of the Client and where this could have a commercially harmful effect on the Client.

 

8. Warranties

1. The Supplier warrants to the Client that the Specified Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with Schedule 1 to this Agreement and any timetables or other targets agreed.
2. Where, in connection with the provision of the Specified Service, the Supplier supplies any goods supplied by a third party, the Supplier does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to the Supplier.

 

9. Limitation of Liability

1. The Specified Services have been negotiated and agreed by the Supplier with the Client in the context of information provided by the Client as to the Client’s particular needs and requirements. The Specified Services have been prepared and costed accordingly. Therefore:

1. The Supplier shall have no liability to the Client for any delay, loss, damage, costs, expenses or other claims for compensation arising from any information or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client;
2. The Supplier shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from the Client making use of the Specified Services for any purpose not clearly disclosed to the Supplier or from the Client allowing a third party to make use of the Specified Services;
3. Except in respect of death or personal injury caused by the Supplier’s negligence, or as expressly agreed in writing between the parties, the Supplier shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of this Agreement, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of the Supplier, its servants or agents or otherwise) which arises out of or in connection with the provision of the Specified Service or its use by the Client.
4. Except in respect of death or personal injury caused by the Supplier’s negligence, or as expressly agreed in writing between the parties, the entire liability of the Supplier under or in connection with this Agreement or the Specified Services shall not exceed [......] [the amount of the Supplier’s total anticipated charges for providing the Specified Services as detailed in Schedule 2 to this Agreement].

 

10. Intellectual Property

1. Unless agreed otherwise in writing between the Client and the Supplier:

1. The Client shall retain ownership of all Intellectual Property Rights of whatever nature and, if registrable, whether registered or not, in the documents or other material and data or other information provided to the Supplier in the context of this Agreement. For the avoidance of doubt, the Client shall not be deemed to have granted the Supplier any licence to use the documents or other material and data or other information other than for the purposes of this Agreement.
2. The Supplier shall retain ownership of all Intellectual Property Rights of whatever nature and, if registrable, whether registered or not, in all documents or other material and data or other information and devices or processes provided or created by the Supplier in the provision of the Specified Services save that the Supplier shall be deemed to have granted the Client a non-exclusive and non-assignable licence to make use of any such documents or other material and data or other information and devices or processes in the context of the Specified Services.

2. Where appropriate, the Supplier shall be deemed to have asserted its moral rights over any documents or other material provided or created by the Supplier in the provision of the Specified Services.
3. The Supplier warrants to the Client that:

1. No documents or other material and data or other information and devices or processes will be provided by the Supplier for use in the provision of the Specified Services which infringe any third party intellectual property rights;
2. Any documents or other materials created by the Supplier in the provision of the Specified Services for use by the Client will be original and created specifically for the Client.

4. The Client warrants to the Supplier that no documents or other material and data or other information and devices or processes will be provided by the Client to the Supplier for use in the provision of the Specified Services which infringe any third party Intellectual Property Rights.
5. In the event that a claim for the infringement of third party Intellectual Property Rights is made or intimated against the Supplier in relation to documents or other material, data and other information or devices and processes provided to the Supplier by the Client for use in the provision of the Specified Services or which the Client dictated should be used by the Supplier in the provision of the Specified Services, the Client shall indemnify the Supplier against any and all costs, expenses, damages or other losses suffered or payments made by the Supplier in connection with the claim and any associated judgment or settlement.

 

11. Confidentiality

1. Both parties will take all reasonable steps to ensure that any documents or other materials and data or other information which are supplied to the other party in the provision of the Specified Services and are clearly marked as confidential remain confidential to the parties. Such information will only be made available by the parties to those personnel who have a reasonable need to know of it and the documents or other materials and data or other information or copies thereof will not be made available to any third parties. Either party is entitled to demand the return of all copies of any such documents or other materials and data or other information within [......] by giving the other party written notice.
2. This obligation of confidentiality will remain in force beyond the cessation or other termination of this Agreement.
3. This clause shall not apply to any documents or other materials and data or other information which are already in the public domain at the time when they are provided by either party, and shall cease to apply where either party is required by law to make a disclosure or if at any time the information becomes public knowledge through no fault of the other party.
4. Both parties undertake that any information which is received from the other party in the provision of the Specified Services will only be used for the purposes of this Agreement.

 

12. General

1. The Supplier shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of the Supplier’s obligations in relation to the Specified Service, if the delay or failure was due to any cause beyond the Supplier’s reasonable control.
2. The parties to this Agreement are independent businesses and nothing in this Agreement or by virtue of performing it shall be taken as creating a relationship of agent to principal, employer to employee, partnership or joint venture between the Supplier and the Client. Neither party shall be entitled to enter into agreements or other arrangements on behalf of the other and it is intended that both parties shall retain their independence.
3. The terms of this Agreement represent the entire agreement between the parties and supercede any previous representations or agreements whether recorded in writing or otherwise.
4. Both parties agree that the terms of this Agreement are fair and reasonable in all the circumstances.
5. It is agreed that this Agreement will be governed and construed according to the laws of England and Wales and the parties submit to the non-exclusive jurisdiction of the English Courts.

Signed by ........

For and on behalf of

[the Supplier]

Signed by ........

For and on behalf of

[the Client]

Schedule 2 - Specified Sum

Details here